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Evolving in a modern world

Welcome to the second report from the Governance Review Committee (GRC) on how we are helping to shape the future of the Consumers’ Association (CA).

Six months on from the publication of our first report, ‘The Future Governance of Which?’, I am pleased to update you on the progress we are making.

Which?’s first priority is to empower UK consumers. The aim of this review is to ensure that Which? is underpinned by a modern governance framework where trust and transparency flourish.

Which? occupies a unique and important position as the only charity in the UK working at the intersection of consumers, business and policymakers, to create lasting positive change for millions of people.

As such, it must be fit for the future: open, accountable and answerable; easy to understand and easy to lead; and empowered by a valued and diverse membership. The charity must inspire the confidence and belief of its members, supporters and staff if it is to successfully achieve its mission.

The future of good governance

As stated in the first report, governance alone won’t create a brilliant organisation. However, ensuring the right framework and mechanisms are in place is crucial to enabling Which? to perform at its best.

I would like to thank everyone who has supported the review so far for their enthusiasm and valuable input, particularly the hundreds of members who took the time to respond to the survey we emailed in November 2018.

In February we held a ‘Future of Good Governance’ panel event to develop our thinking. Involving more than 40 external guests, 15 Ordinary Members and a number of Which? employees, the event identified three key areas that we will focus on in this report:

  • Meaningful engagement – engaging with members to encourage and enable wider participation and to drive activity

  • Transparency – demonstrating that Which? is open, efficient and trusted

  • Council expertise – drawing on diversity of expertise, experience and thinking to develop effectiveness

In this report (PDF download) we present some of the options that will enable Which? to evolve in a world that is increasingly challenging for consumers to navigate, and ever more demanding on Which? as an organisation.

We are continuing to listen carefully to your feedback before we come forward with a final set of recommendations for consideration by Council.

Please carry on engaging with and contributing to this process, which will come to its conclusion at the AGM in November. I very much hope to hear your views on the direction we are taking.

Once you’ve read the report, we’d appreciate it if you would kindly fill out our survey in order to feed back your opinions, give us your thoughts on the proposals, and enable more members to participate in governance.

The survey will also give you the chance to ask your questions about the report or the Governance Review that you would like answered by a member of the committee.

You can also ask your questions directly in our live Q&A on Which? Conversation – join us from 3pm–4pm on Tuesday 25 June.

Comments
Patrick Taylor says:
17 June 2019

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:
17 June 2019

Apologies for the typos and errors.

If you wish for any links to the original sources please ask.

I omitted to mention the conduct of the Chairman during most of this period, Mr Barwise, who was invited to buy shares in a newly formed private limited company that subsequently gained a multi-million contract with Which? Ltd. That company was Verve Partner Holdings Ltd and the relevant information can be seen by online search of Companies House.

Of the six years they held the contract only twice was this conflict of interest included in the Annual Accounts of the charity.

If you wish to see how a “proper” charity covers thes matters I recommend the National Trust Annual Accounts.

There seems to be a lack of interest in this topic. Is that because we are more concerned with what Which? does everyday than how it is governed? Or because there is no real engagement with Members in its governance? There has, for example, been no effective response to the comments on the number of people required, and how you contact them, if you want to make a proposal to the Governance Committee (is it still in existence?).

If Which? genuinely want to involve Members in its affairs, and not just pay lip service, then they need to open themselves up to debate without obstacles.

I started reading the PDF report but haven’t got around to finishing it.

Does it all need to be read to fill out the survey?

Hi, feel free to scan through the report and then complete the survey – we want to hear what you think about member engagement, so do ensure you complete the survey.

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.

A brief programming note: To avoid confusion with the Live Governance review Q&Ae’ll be temporarily closing this conversation to new comments.

We’ll reopen this conversation to new comments following the conclusion of the live session.

Following the live Q&A session we’ve now reactivated the commenting on this general thread about the governance report.

If you missed it, and want to catch up on the earlier live session, please do feel free to have a look at Governance review Q&A. As always, we’ll continue to pass on your questions and comments on the report here, so please do feel free to continue the conversation in this space.

Patrick Taylor says:
25 June 2019

[This comment originally appears in the Live Governance Q&A. It has been moved here to continue the conversation, as comments on the original post are now closed]

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.

Hi Patrick, I’m Matthias, Which?’s Commercial Director. Thanks for your questions. As you know we are a not-for-profit charitable organisation, we do not receive funding from government so that we must generate money from our commercial operations to fund our activities.

While subscriptions account for the vast majority of our income, we also generate revenue from businesses primarily through sales of licenses to use our “Best Buy” or “Recommended Provider” logos and from sending qualified leads to trusted product and service providers. We believe this is the right thing to do, not only because the revenue generated allows us to fund more of our activities, but also because there is a consumer benefit in doing so. For instance, recent research has shown us that consumers actively seek out our logos and we therefore enable them to make better buying decisions. We are however fully aware of the potential for conflict of interest in this area, so please be assured that we have stringent checks and balances in place to ensure that our editorial line and test results remain fully independent of any commercial considerations.

Regarding our coveted Best Buy logo, this is awarded only to the very best products in any given category. We award it to products and services which have satisfied or exceeded specific criteria based on the results of rigorous comparative tests and analysis carried out by Which? experts. While we appreciate the input and views of members, we believe we are best equipped to decide what products and services deserve our endorsements and it is worth saying products that we know to have poor reliability, based on our surveys, are not awarded a Best Buy, even if they perform well in our tests

Matthias, it’s great to see you posting in here. One huge criticism of W? has been the unwillingness of senior staff to post in here or address issues. Your posting is proof that things are changing, and very much for the better.

Hi Matthias, ditto Ian’s comment.

Can you please explain ‘qualified leads’?

What are they, who are they, where do they come from, what information do you send and who or where do you send this information?

Matthias, good of you to respond to Patrick’s comments. I think that Members and Which? working together – “engagement” – is beneficial to both parties. It is reassuring to hear from you. I hope more of your colleagues will follow suit.

I suspect some Members will be sceptical about Which?’s commercial practices given the events of the last few years and will question its commercial and financial acumen. The ill-considered (incompetent?) foray into India and, more lately, into Mortgage Advisers, cost the organisation in excess of £30 million (I believe); money that would have been better spent on Which?’s core activities.

Some Members may also be sceptical about the integrity of Which?’s charitable status when it has paid huge salaries to its executives and excessive bonuses, particularly when the people concerned were responsible for the losses.

I hope those days and attitudes are past. However, I think the best way of recovering confidence is to be transparent about Which?’s commercial activities. I can see no reason why it does not disclose the income it makes from individual arrangements, such as Which? Switch, Best Buys, Trusted Traders, referrals. Why should they be kept secret?

Last year, Which? promoted Amazon Prime day – also coming up soon. It publicised products supposedly that were bargains, with the buy link only going to Amazon. It transpired that many of the products were not recommended buys, and they could be bought cheaper elsewhere. That sheds doubt upon Which?s motives and independence, confidence that needs addressing.

I believe that by properly engaging with Members, preferably on a Members-only website, frank discussions can be had about such matters to the benefit of both groups.

Thank you, Alfa, for asking all the right questions. I was also wondering but didn’t want to show my ignorance!

I suspect the obscure terminology disguises something that we are not comfortable with so I look forward to an early answer.

I endorse Malcolm’s comments. I might be inclined to become an Ordinary Member [instead of just a Subscriber] if a suitable engagement mechanism was created. At present I don’t think Members get much in return for their commitment.

Hi Matthias – Thanks for dropping in.

While I accept that Which? is acting independently in having products tested and carrying out investigations, I share concerns that have been expressed by Patrick T and others about promoting companies. Much has been said about ‘Best Buys’ on Which? Conversation but I wonder why the magazine even mentions specific retailers when products are widely available.

Which? runs a series of active campaigns that change from time to time, but there is often insufficient information about what actions Which? is pursuing and what supporters can do to help. Perhaps less commercial secrecy and more engagement with us over current and planned actions would help.

I am a bit concerned about “qualified leads”. As alfa asks, can this term be explained?

Which? Switch gets a substantial fee when customers switch through them to particular suppliers. I hasten to add it does not stop them listing the full range of suppliers, fee or none, to the best of my knowledge. A charge is necessary to fund the operation of the comparison site, but excessive charges will simply add to all customers’ bills.

Providing a link to one or more suppliers and receiving a fee if the customer buys is what I assume may be meant by a qualified lead? If not, I apologise. However, if Which? were to get a fee from this activity I am uncomfortable. Like it or not, the suspicion will linger that certain suppliers might be favoured. There is also a problem with price volatility. I looked at a Morphy Richards air fryer – rated by Which? with a number of links and a best price from Amazon. The same day I checked Amazon and the price had gone up to the norm. When I looked on Google search I found Argos were then selling it cheapest – by far. Perhaps Which? watchers should be advised to do the search route rather than rely on Which? suggestions? I don’t object to Which? listing current prices and some suppliers, hopefully impartially, but I do not see the need for a link direct to the seller. Easy to do by the consumer as a search, and a sensible way, I’d suggest, to get the best deal.

Last July Which? promoted Amazon Prime and a raft of different products. This is a prime (sorry) example of how links can be misused. Only Amazon links were provided, many were not the cheapest prices on the market , and many products were not recommended by Which?

Patrick Taylor says:
25 June 2019

Lets be honest about this tiny corner of the vastness if the Which? website. It is a place to bury things.

The Consumers’ Association is a limited company and a charity and the few thousand shareholders/ ordinary members are not given the courtesy of their own on-line site where they might expect to be able to freely discuss these matters. Incidentally the Articles of the Consumers’ Association do mention the use of such a site ……. but it has never been created.

So when you read about transparency and openess etc etc seeking views etc just bear in mind that those who have taken the trouble to become Ordinary members are not worthy of any effort to create a site specifically for company only matters. You know where we might discuss those last member inspired [and paid for] Resolutions that have lead to the Governance review.

No archive of Accounts and AGM minutes. No quick reference to the Articles and their relevance to what is being discussed ……

Of course writing to several thousand ordinary members telling them directly that there is a specific site would probably lead to them being interested so perhaps that is a bad idea if you prefer to steamroller things through at AGM’s at short notice.

Anyone recall the Motion that Trustees could hold up to 5% in a comapny doing business with the charity and not have to tell the shareholders? Magic.

That the number of elected Trustees be reduced by 25% ! That was an Emergency General Meeting and a spiffing idea that actually lead to effectively a 50% reduction in elected Trustees by the way it was handled. If you wanted a lesson in curious governance tactics this charity was leading the way.

Just goes to show if the shareholders can be ignored as there is no forum for them than anything can be made to happen.

The key comment that jumped out at me from the closed live debate was: “and how we can do more with UK consumers instead of just for them.” That is my kind of thinking.

Glad you like that Vynor – I do too!

Patrick Taylor says:
1 July 2019

Does this include doing more with subscriber reviews/ comments on tested products?

Hi Patrick, we’re looking into the future of user/member reviews on products.

Also, in May 2019 we tested a new email, where 20,000 Which? members were asked to vote for potential new product categories. The top voted product category (power banks) is now going to be tested. We hope to role out more opportunities for members to have their say on what we test going forward.

I missed that, what was the choice on offer?

Hi alfa, it was just a small test with a sub-set of members over email. It was between power banks, hot water taps or wine coolers.

Thanks Patrick, that explains the unusual result. 🤣 🤣 🤣

Jon: just a thought but it might make some sense to merge the Q & A Governance topic with this one.

In the Governance Review Q&A Chatmian says ” We are keen to offer members a way to get involved in what we do, and as you say, improve the two way engagement. We have made steps to do this through Convo, engagement throughout this review and via the Connect Panel, though we are continuing to review and improve these channels of engagement moving forward.“.

I do not believe this is a satisfactory solution from experience of Convos so far, for two principal reasons. One, Convos wander all over a topic and do not focus on addressing an issue; that is what a conversation does. Two, Which? staff do not generally respond to Convos or deal with proposals made in a progressive way.

I think if Which? genuinely want Members with knowledge, expertise and a willingness to help to take part in Which?’s affairs they need to recruit a pool of these and use them.

“…..other members, like you, who are interested in having an input in Which? but without necessarily wanting any extensive commitment……. “. I don’t know quite what “extensive commitment” means in this context, but I, for one, like other regulars, commit time to Which? through Convos and I would commit to a more formal involvement if there was some way to become involved.

I hope I might have misinterpreted the comment and that Which? are considering ways to involve willing Members other than via “public” Convos and Connect.

Which? don’t seem to trust anyone they don’t pay. It’s a good job that they’re not a traditional charity, such as the Scout Association, who rely almost exclusively on volunteers. Volunteers could make a significant difference, if only in the general housekeeping in W?Cs.

Of course, the real problem is that the phrase We are keen to offer members a way to get involved in what we do is somewhat at odds with the next part of the comment We…do this through Convo, engagement throughout this review and via the Connect Panel, none of which constitutes engagement in any meaningful sense.

Thanks again to everyone who filled in the report survey on the report and took part in the live conversation on 25 June. Members of the GRC have answered a number of your questions by video, and Anabel has also addressed a number of the questions relevant to the strategy as well.

You can see all of this here: https://www.which.co.uk/about-which/company-info/governance-overview
(Scroll down to Second Report – ‘Evolving in a modern world’ – June 2019)