RCGP governance review

At the 2021 Annual General Meeting, members were notified of some challenging governance issues related to due process over second terms of office. This had led to the resignation of the Chair of the Trustee Board.

A Significant Event Analysis was carried out which found the difficulties were primarily due to the confusing constitutional documentation, as well as these being too directive and didactic.

Read the AGM report in the 2021 minutes.

Legal advice on the governing documents suggests some potential confusion about trustee arrangements stemming from how the responsibilities of Trustee Board and Council are described in the College’s governing documents.

The full advice from a leading charity barrister is set out in a King’s Counsel Opinion (PDF file, 197 KB).

This requires us to act to make clear who are the College’s trustees. This is because trustees have statutory duties and accountabilities for the control and management of the charity.

It also requires us to make clear the responsibilities of RCGP Council, which is RCGP’s most senior membership body with responsibility for policy, strategy and standard-setting for the general practice profession – and Council members. Council comprises a mix of elected and appointed members and representatives from all 32 Faculties across the UK. It elects Officers who have leadership responsibilities for carrying through Council decisions, and ensuring the voice of members and profession is reflected in College activities.

Council elects the RCGP members of the Trustee Board, which includes the Chair of the Board and three of the five Council Officers. They comprise eight of the twelve members of the Board overall, with the remaining four seats filled by independent trustees who are appointed by the Board for their expertise in areas which are critical to the success of RCGP. This includes organisational leadership and development, and legal and risk management.

Trustees and Council members may have a different focus to their work, but all share a common goal which is enshrined in the charitable objective of College: to encourage, foster and maintain the highest possible standards in general medical practice.

Charity law requires charity trustees to be responsible for the control and management of College. They have personal liability if things go wrong. In practice, the College has evolved a division of responsibilities for the Trustee Board and Council in line with this, but now requires our governing documents to change and reflect this.

Phase 2 of the review involved:

• A desk review of previous governance review, internal audits and council discussions about officer roles.
• Structured interviews with 42 individuals, including: all current officers and trustees, Devolved Council Chairs, some past officers, four council members, Committee Chairs, and the executive team and key staff.
• Comparison with three other medical Royal Colleges.  

View the scoping pack used to inform the desk review and interview questions (PDF file, 534 KB).

A recurrent theme was the lack of understanding about the differences between the role of the President and role of the Chair of Council. The overwhelming majority of other medical Royal Colleges are led by their President but in RCGP this is a ceremonial role. Historically, the RCGP founders favoured having a Chair of Council as the lead Officer.

The feedback provided examples of confusion about roles and responsibilities. This included widespread assumptions by members and stakeholders in Government that the RCGP President role had the same responsibilities as those leading other medical Royal Colleges.

This is not a new issue. A major Governance Review carried out by consultants in 2007 had similar findings. The report stated:

"It has now become a priority to address the confusion about the role of the Chair and the President ... Professional associations can avoid this problem by having one role. The possibility of having a single leadership role (i.e. combining the roles of President and Chair)."

In response, Council sought to remedy this by retaining both roles, but reaffirming the ceremonial intent of the President role and reducing the term from three to two years.

Despite this change, the current review found that the issues identified in 2007 still persist. Council agreed that now is the time to resolve this confusion whilst retaining a ceremonial lead for College. It approved a recommendation from the governance review to retitle the Chair of Council role as President, and retitle the current President role to reflect its responsibilities, which include leading the AGM proceedings and member ceremonies.

This change will be debated and voted on at the November 2024 AGM.

The modernising principle is also being applied to the Honorary Secretary and Honorary Treasurer roles. These roles are being retitled as Vice Chairs in the next cycle of elections, with revisions to their duties to reflect the changing nature of these roles.

In 2012, the College Supplemental Charter was amended to establish the Trustee Board. Prior to this change, RCGP Council members were the College trustees.

In charity law, the Trustees have responsibility for the overall management of the charity. It is the governing body. Council remains the professional leadership body for GPs – advocating for the speciality, setting standards and establishing policy priorities that enhance the charitable objectives on which RCGP was founded.

However, the College’s constitutional documents are unwieldy and contain legal uncertainty and risk. The KC Opinion confirms early legal advice, suggesting changes are required to reflect the statutory role and responsibilities of College trustees.

The advice focuses on provisions for roles, responsibilities and decision-making. These are written in the Supplemental Charter and expanded upon in a document entitled ‘Towards a practical, effective and robust means of joint working in the new College governance structure - a discussion paper’ (PDF file, 275 KB), included in the College’s governing documents.

These arrangements do not reflect the statutory roles and responsibilities of Trustee Board, or reflect the division of work which has evolved over the past decade. They need to be changed so that Council members are removed from legal ambiguity about their responsibilities. This does not reduce their role as the most senior membership representatives and leaders of the GP profession.

New governance provisions and supporting guidance are required, which are being developed with the support of charity law experts. They will be discussed with the Trustee Board and Council in late 2024. These changes will be presented to members at a General Meeting in 2025.

• June council presentation: legal advice – summary and next steps (PPT file, 8.4 MB)

The last major governance review in 2005 led to the creation of the Trustee Board. It is recommended good practice to review governance periodically and to take stock of changes to Codes of Practice, guidance and wider developments in the charity sector.

College aims to be an exemplar of good governance, aspiring to meet the standards set out in the Corporate Governance Code – a commitment which is included as a provision in the College’s Supplemental Royal Charter.

Modernising is a key principle running through the recommendations, in particular to ensure clear and transparent accountability for decision-making. There are provisions within the constitutional documents which need change to reflect the way we now work. This includes things such as the increase in hybrid meetings and remote working, and moves towards greater transparency.

Some important processes are not always codified. The governing documents are overly complex and issues such as Officer roles, remuneration and workload are not readily accessible or transparent. The review is looking to the future needs of all College members and ensuring the governance arrangements facilitate their engagement with it.

Some examples of the area of focus:

• Modern names for roles to reflect current responsibilities and remit
• Rule changes to allow electronic voting
• Simplification of the governing documents and rewriting unclear provisions into plain English
• Clear accountability for decision-making
• Less London travel needed

The review is underpinned by the principle of supporting RCGP’s aim to be an inclusive organisation, and to promote equality and diversity in all we do. Governance arrangements that are rooted in this commitment lead to better decision-making. This means enabling engagement and participation to reflect different perspectives, experiences and skills in our work.

Some examples of the areas of focus:

• Removing obstacles to holding trustee and officer roles e.g. more flexible working and equitable workload for officer roles
• Transparent remuneration and appointment terms for roles
• Review composition of the Trustee Board to ensure appropriate skills and experience
• Review eligibility criteria for roles to ensure no unfair obstacles for potential candidates
• Increase independent expertise in areas such as the nominations committee

Phase 1 is complete, with one proposal currently under consideration by Privy Council. The proposal concerns approval arrangements for College Fellows, which were agreed at the 2021 AGM.

Office holders include President, Council Officers, Devolved Council Chairs and Vice Chairs, and those in roles leading members e.g. Committee Chairs.

Phase 2 is complete with recommendations now being implemented. The Trustee Board approved recommendations from the governance committee in January 2023. These recommendations were reported to Council in February 2023 and led to a revised proposal to retitle the Chair of Council role to President. See the Council papers. The proposal is being tabled for approval at 2024 AGM.

Other recommendations for standardisation of officer terms, equal workloads, more flexible working arrangements and modern nomenclature are integrated into the election processes for 2024 and 2025.

Changes which are being implemented

• Modernisation of officer titles, consistency of terms of office, enhanced flexibility and remuneration.
• New officer role share policy based on principle of one voice and one vote.
• Amplification of AIT and First 5 voice through college processes.
• Enhanced induction processes for Officers, including office bearer training.

Phase 3 is complete with recommendations now being implemented. The Trustee Board approved recommendations from the governance committee in July 2023. These recommendations were reported to Council in a September 2023 paper.

Changes which are being implemented

• Held the first annual Trustee, Committee member, Officer and Senior Management Team summit to build trust and confidence in delegated decision-making, scrutiny and assurance.
• Refreshed and simplified decision-making framework (Scheme of Delegation).
• Overhaul of the College’s risk management processes.
• Enhanced Nominations Committee terms of reference with members who are experts in recruitment and appointment processes, to strengthen application processes and eligibility requirements.
• The phasing in of expert independent chairs for Trustee Committees.

Phase 4 has been partially delivered, but the review of Council membership and the change to the constitutional documents have been paused to allow the completion of the work in phases 2 and 3.

Changes which are being implemented

• Removal of unnecessary governance processes coming to Council.
• New and clearer Council Standing Orders.
• Professionalisation of elections with new handbook/guide for those standing for roles.

Phase 5 has been partially delivered, but the review of Council membership and the change to the constitutional documents have been paused to allow the completion of the work in phases 2 and 3.

Changes which are being implemented

• Hybrid meetings by default to aid flexibility and reduce carbon footprint.
• Stronger and more flexible Members’ Code of Conduct.

Information booklet on Byelaw changes, SGM July 2024 (PDF file, 1.5 MB)

Proposals will be added after Trustee Board approval.

Proposals will be added after Trustee Board approval.

A charity must have a group of charity trustees.

Charity trustees are defined in law as "the persons having the general control and management of the administration of a charity".

In the RCGP there are 12 trustees who collectively meet as the Trustee Board. The majority of this group is elected from members of RCGP Council, either as Council Trustees, or in ex-officio roles of Officers. They are legally responsible for all decisions and actions taken by the charity.

Charity trustees have five main legal duties. In summary, these are:

• Act in the interests of the charity
• Seek to ensure that the charity delivers its purposes
• Act with care and diligence - this includes managing the College’s finances, property, other resources, and risks
• Put the charity first if there is any possible conflict of interests
• Comply with the law, and with the College’s own Charter and Laws

Being a Trustee carries significant personal responsibility. It is rare, but not impossible, for Trustees to be held personally liable if they act improperly and/or cause a financial loss to the charity.

It is important to note that the definition of a charity trustee is based on what an individual actually does, not how they are described. Usually, this is straightforward:

• there is a group of people at the top of the governance hierarchy, called the Board.
• everyone in this group is a charity trustee (and is aware of this), and no one outside the group is a charity trustee

However, where, for example, an organisation's governing documents are unclear, an individual can end up being a charity trustee without being on any official list or group.

This is potentially the case in the RCGP, where the provisions made in the supplemental Charter could mean that Council members meet the definition of being one of the people with "general management and control" of the charity. This is despite the intention to separate any Council member roles from including trustee responsibilities.

This issue must be addressed. The person in this situation has all the legal duties and liabilities mentioned earlier, even if they are not aware of them.

In order to de-risk the situation we need to:

• Change the Supplemental Charter articles to ensure Trustee Board has responsibility as the Governing Body for the general management and control of College.
• Clearly delineate the responsibilities of Council.
• Set out arrangements for collaborative working between the Board and Council for strategic decision-making on corporate and profession matters.

To help with defining the roles, we have produced two organograms to illustrate how the roles and responsibilities of the Trustee Board, Council and Executive Management team work in practice.

• RCGP organogram: Scheme of delegations (PDF file, 487 KB)
• RCGP organogram: Who's who (PDF file, 656 KB)