Evolving in a modern world

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.

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.

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.

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.

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

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)