What Is Good Heritage Board Practice in Terms of Process Around Term Length and Succession Planning?

What is this advice about?

This advice aims to identify elements of good practice for boards around planning for changes in board membership and building life cycles into trustee terms. It is primarily aimed at heritage organisations and their current boards, but should also be helpful for potential board members in developing their understanding of governance and suggesting reform to organisations they wish to join.

The advice forms part of a wider strand of work around heritage board diversity. For other resources in this series, see the 'Inclusive governance boards and diverse trustees' section of the Inclusive Heritage Advice Hub.

What are the key points?

From our research into boards in the heritage sector, we know that inclusion, diversity and equality (IDE) are often the responsibility of 1 board member, and succession planning is a significant challenge for heritage sector boards.

There is a risk that IDE actions are not prioritised at board level should the responsible trustee leave or be absent for some time. There is also the risk that if 1 trustee is responsible for all IDE actions, this can take a significant toll of emotional labour and many volunteer hours. In particular, people with specific identities, backgrounds, and lived experiences are often called to be the 'voice' of IDE, even though it may not be their expertise or professional experience, and may have negative impacts on their wellbeing should it mean they are frequently having to justify actions or share their lived experiences within the frame of a discussion or debate.

We recommend that IDE be embedded across an organisation to avoid these issues. Succession planning means that an organisation has long-term planning for how all elements of governance (including IDE) are handled, and individual trustees are supported and have a realistic workload that matches their skills and availability.

What does good succession planning involve?

Depending on the size and type of heritage organisation, a board will have different types of forward planning in place. This planning informs an organisation's priorities and how it meets its mission statement or charitable objective.

These can include:

• Strategic plans
• Business plans
• Audience development
• Specific projects or masterplan designs
• Building management plans
• Heritage asset management

Some boards also have specific timetabled plans of work that identify meeting dates, recurring work such as committees and decision points, and a specific timeframe for trustee recruitment cycles. These are often called 'rolling action plans' or similar. They let board members and staff or volunteers of an organisation know what is on the agenda for upcoming meetings and when specific actions, such as AGMs, occur.

This forward planning can help formulate a strong succession plan for the board so that the responsibilities of specific trustees do not fall out of priority when they leave. Though IDE should be embedded across an organisation, we know from speaking to heritage sector organisations that it is often 1 board member who takes on responsibility for it, usually because they represent a marginalised or minority group. This can make it challenging to maintain momentum when they leave and can lead to an unbalanced workload, increasing the risk of board members resigning.

A good succession plan should take into account:

• Short, medium, and long term issues that could affect your organisation
• Any funding cycles you regularly apply to or grants you regularly receive
• Upcoming anniversaries or other notable events that will require planning and support
• Any set time period plans in place or upcoming, such as business plans, strategic plans, masterplan developments, staff development or job evaluation schemes
• The term of office set for trustees and the number of consecutive terms they can sit
• The responsibilities of any committees or groups within the board and their respective terms of office
• Whether your organisation does any regular skills and diversity audits to identify needs within the board
• Evaluation of past board recruitment cycles and the ease or challenge of finding the right people for board roles
• Wider organisational risk registers or other ways of measuring risk

A strong succession plan includes information on several factors that could affect forward planning, as well as approaches to tackling issues of responsibilities and managing risk.

As a minimum, a succession plan should include:

• Term length of all trustees and how many terms they have served, along with their projected departure date
• List of board responsibilities with details of where overlap exists so that no 1 board member has sole responsibility for any area, avoiding the risk of these areas being sidelined or not actioned in the case of a board member leaving or being absent for a period of time
• A timeline of significant events, milestones, and other notable plans alongside these trustee key dates
• A summary of organisational aims, with accompanying briefs on any strategic or business planning that feeds into these aims, as well as a summary of the skills and experience needed to deliver them
• Example wording for trustee recruitment and co-option that can be used when necessary
• Data on recent diversity and skills audits, with a timeline of when these will need to be recruited again
• Trustee and board development plans so training can be actioned to fill any skills gaps where recruitment to the board is not possible
• A copy of the organisation's governing document, so all are clear on procedure and policy

Pulling these together might seem like a lengthy task, but much of this information should exist across an organisation. Collating it in a single place for ease of reference helps governance act more effectively and minimises organisational risk.

What is a good term length for a board member?

A set term of office is a good way for organisations to ensure their processes for trustee recruitment are open and democratic, with regular opportunities for new members and fresh rounds of applications. It provides fresh perspectives, different experiences, and expertise that can be brought to the board. Having relatively short terms means an organisation can be reactive to specific organisational needs, such as identifying a skills gap or recognising that the board does not reflect the organisation's audience.

It also ensures that an individual commits to volunteering a discrete amount of time, which can be important if they are planning around their career, home life, care commitments or other circumstances.

A good term length is 3 to 4 years. This provides time for a trustee to embed into the organisation, develop their communication with the rest of the board, understand the unique challenges and opportunities of the organisation, and look to deliver specific outcomes. It also means the recruitment process (which can be time-consuming and stretch capacity) is not repeated too frequently.

There should also be a maximum number of terms a trustee can serve. A good level for this is 2 consecutive terms, with the potential for the board to co-opt someone for a further set period of no longer than a full term (for example, in the eventuality they have a specific shortage of skills or are leading on the governance of a project that is not yet complete).

However, it is important to recognise that trustees may need to step down part way through their term. Good succession planning should allow for this eventuality. There should be mechanisms within your organisation's board' Terms of Reference' or 'Articles of Association' (the governing documents of a charity, which may have a slightly different name depending on the type of organisation. You will find these on your Charity Commission page under "governing document").

There are ways to bring trustees onto the board outside the usual recruitment cycle. Co-option is the process of identifying a potential board member and voting to temporarily accept them onto the board until the next AGM, when the full procedure can be followed to make them an elected member. A co-opted board member may have different voting rights or other restrictions. You will need to check your governing document and work to amend it if necessary.

How can we make changes to our board structure?

The way board members are recruited and the terms of their office are governed by the official documents of your organisation. These may be called:

• A Constitution or Rules
• A Deed of Trust
• Memorandum and Articles of Understanding
• Association Model or Foundation Model

The title will depend upon your organisation's legal structure. A review of this document should reveal whether there are set procedures for appointing trustees. Some organisations may have no set procedure in place, and others may have one that does not specify term lengths and other mechanisms for appointing trustees outside the usual recruitment cycles.

If the appointment procedure is absent or not detailed, including term length, co-option processes, or other details, the governing document can be altered. The Charity Commission provides excellent guidance on this.