Internet Watch Foundation

Funding Council and Board are invited to support the following recommendations:

·         That the job description and person specification attached at appendix 2 form the basis for IWF recruitment of a new Chair.

·         That an annual salary of £20,000 is paid for a time commitment of around 40 days per annum.

·         That the consultants Odgers, Ray and Berndtson be appointed to recruit the new Chair.

·         That every opportunity be taken to include reference to the forthcoming Chair vacancy in press releases.

·         That, following the agreement at Board on the formation of the appointment panel, the working group meet with the panel members in order to brief the appointed consultants.

·         That the advertisement for the post is drafted by the working group and the two nominated Board members who will form the selection sub-committee.

·         That the appointment process proceeds in accordance with the outline timetable attached at appendix 1.

·         That, in the event of an appointment not being made by 1 January 2006, the two Vice-chairs assume responsibilities in accordance with IWF governance documents.

 

On 31 December 2005, Roger Darlington will have completed his second three-year term as Independent Chair of the IWF and in accordance with the governance documents must retire from this office.

 

With regard to the appointment of his successor, the governance documents state:

At their meeting on 25 January 2005, Board agreed an outline timetable for the appointment of a new Chair and to form a working group consisting of Funding Council and Board members in order to review the Chair’s role and job description.

 

In order to comply with the approved timescale for appointment (see appendix 1 attached) and to be able to make coherent recommendations to Funding Council and Board, the working group have exceeded their outline terms of reference and considered the following:

Chair’s role – job description

Type of Chair – person specification

Salary level and time commitment

Options for the recruitment process

A draft advertisement

 

Following decisions by the Funding Council and Board at their January meetings, it was agreed that the working group would consist of:

Professor Sonia Livingstone – Non-industry Vice-chair of the Board

Mark Gracey – Industry Vice-chair of the Board and Funding Council member

Christine Atkinson – Non-industry Board member

Malcolm Hutty – Funding Council member

Hamish MacLeod – Industry Board member and Funding Council member

Dr Ian Walden – Non-industry Board member

Brian Wegg – IWF

The working group have met on three occasions and representatives from the group have met with two recruitment consultancies that subsequently presented proposals  to the full working group.

 

The working group acknowledged that the Independent Chair of the Board is a critical appointment at a key time in the development of the IWF and they have considered various aspects of the role and of the person necessary to fulfil that role, including:

·         Leadership skills in an environment where there are competing views.

·         A person with stature and credibility.

·         Knowledge and understanding of the Internet.

·         Knowledge of regulatory matters.

·         Knowledge and experience of public affairs.

·         Independence and integrity.

·         Communication skills.

 

The working group considered the current job description of the Chief Executive in order to ensure compatibility between the two posts and the separation of governance and management responsibilities. The opinions of the current Chair and Chief Executive with regard to their roles have been sought and taken into account as the Chair’s job description and person specification have been formulated.

Taking into account those views and the key considerations, the working group is recommending that the draft job description and person specification attached at appendix 2 be adopted and used as a basis for recruiting a new Chair.  Although the IWF is not a registered charity, there is reference to charitable law and Trustees within the draft documents.  Should the IWF decide not to pursue registered charity status, the principal features of the job description and person specification remain relevant and a small amount of editing would need to be carried out.

 

If IWF becomes a registered charity, the right to pay the Independent Chair has been reserved within the Articles of Association.  It is unusual to pay Trustees of a charity and the working group have sought advice on the advantages of doing so and the level of salary which would be appropriate.  A brief review of salary levels for chair appointments in the public sector has also been carried out.

Advice has indicated that a salary payment is likely to achieve a greater level of commitment, particularly where candidates hold a portfolio of similar appointments.  In determining the time commitment for the post the views of the current Chair and the Chief Executive have been taken into account. In the total days per annum, we have also been advised to distinguish between those days where a fixed commitment is required, for example Board meetings, and those where the days may be arranged to suit the post holder.  Following these discussions the working group is recommending an annual salary payment of £20,000 for a minimum of around 40 days per annum.        

Provision has been made in the approved budget for 2005/6 to engage recruitment consultants to manage and run the process and this approach was endorsed when Board approved the timetable for appointment at their meeting in January 2005.

The working group considered other options and whether IWF staff could deal with the recruitment process with consultancy advice at key stages.  Based on the consultants’ estimates of around 200 initial enquiries, the working group is concerned that IWF staff may not have the capacity to handle this volume of interest from the advertising process and, in addition, the long listing and short listing stages require specialist skills and advice.  Although it may be possible to devise an initial response process which minimises staff time commitment, handling the process internally would not enable the “head-hunting” dimension to the recruitment and this was considered an important part of achieving an effective appointment.

Discussions and a briefing session took place with two specialist recruitment consultancies based in London; one specialising in senior appointments to FTSE 100 companies and one with a specialist practice dealing with public and not-for-profit appointments.  Both offered invaluable advice on various aspects of the recruitment process.

At their meeting on 21 June, the working group received a presentation from each of the consultancies where they set out their approach to the process and their proposed fees. 

Following a discussion on the two presentations, the working group felt that the proposal from Odgers, Ray and Berndtson had two distinct advantages; their cross practice  management which included specialist practices dealing with, for example, industrial, technology and financial services in addition to the public sector and their fee of £15,000 which is £10,000 less than the other consultancy considered.

The working group is therefore recommending that Odgers, Ray and Berndtson be appointed to carry out the search and recruitment process for the Chair of the IWF.

Both consultancies recommend the Sunday Times for the main advertising medium.  Advertising would also feature online through the Sunday Times, IWF web site and Odgers’ web site.  The cost of advertising is estimated at around £13,000 and is in addition to the consultancy fee.  

Following the decisions of the Board it is recommended that the working group and the two members of the selection sub-committee should draft an advertisement which is placed according to the recommendations from the appointed consultants.

In order to help raise awareness about the forthcoming Chair vacancy, the working group are recommending that in all appropriate press releases reference should be made to Roger Darlington’s retirement and the vacant office of Chair from 1 January 2006.  At the time of advertisement in September, IWF should also seek to ensure that a news item can be placed in the main newspaper and link to the advertisement.    

Both consultancies stressed the positive public relations aspect of running a recruitment and advertising campaign of this nature.

The working group ask Funding Council and Board to note the following:

·         That the combined cost of the consultancy fee and the recommended advertisement is in the order of £28,500.  There is an approved budgetary provision of £25,000 for the chair appointment process.

·         That the recommended salary of £20,000 is in excess of the provisional budgetary sum of £12,000 p.a. (which is included for the last three months of the current financial year, 2005/6).

·         Both consultancies advised that the draft timescale shown at appendix 1 is reasonable and achievable.  However, the working group considered it appropriate to note the contingency arrangements should an appointment not be in post by 1^st January 2006 and a recommendation has been made to that purpose.

The working group’s recommendations are shown in the summary at the beginning of the report.

 

 

 

 

Board to establish a joint working party made up of three non-industry Board members (including the non-industry Vice-chair) and three Funding Council members (including the industry Vice-chair) to discuss the role of the new Chair and then prepare a job description and person specification.

 

Appointment and briefing of recruitment consultants.

 

Board to approve text of job description, person specification and media advertisement and to appoint the two Board members of the selection panel (it is suggested that the industry member of the panel should be its chair).

 

The two Board members of the panel to agree and approach an independent member of the panel.

 

Advertisement to be placed in media.

 

Closing date for applications.

 

Short-listing of applicants by selection panel.

Panel to interview short-listed candidates.

 

Board to approve panel recommendation on successful candidate.

 

Induction process for the new Chair.

 

New Chair to take office.

 

 

 

 

 

·         To ensure that the organisation anticipates and responds appropriately to key industry, consumer, policy, political and international changes.

·         To  initiate relationships with key people nationally at a senior level who will impact on IWF's performance, particularly those in government, law enforcement, regulation, industry, voluntary organisations representing other stakeholders and key contacts internationally.

·         To promote and explain the organisation’s objectives, remit, actions and achievements to key stakeholders and the wider public in situations where it is appropriate for the Chair of the Board to act as the public face of the organisation.

·         To ensure that the organisation maintains an informed and authoritative voice within its role and remit.

·         To ensure that the organisation complies with its governing documents, charity law, company law and any other relevant legislation or regulations.

·         To ensure that the organisation pursues its objects as defined in its governing documents.

·         To ensure the organisation applies its resources exclusively in pursuance of its objects.

·         To contribute actively to the Board’s role of giving strategic direction to the IWF, setting overall policy, defining goals and setting targets and ensuring the executive develops suitable strategies and plans capable of achieving them

·         To safeguard the good name and values of the organisation.

·         To lead the Board in discharging its responsibilities to ensure effective and efficient administration, financial stability and the effective management of the property of the organisation.

·         To plan the annual cycle of Board meetings.

·         To set agendas for Board meetings.

·         To chair and facilitate Board meetings.

·         To give direction to Board policy making decisions.

·         To ensure that appropriate records of the organisation’s business are kept.

·         To monitor the overall effectiveness of the Board.

·         To initiate and lead the selection, appointment, induction, appraisal or removal of Board members and the Chief Executive as specified in governing documents.

·         To liaise with the Chief Executive to keep an overview of the organisation's affairs.

·         To sit on appointment and disciplinary panels as specified in the governing documents.

·         To establish, maintain and develop meeting and reporting procedures for the Board and its committees.

·         To review the information needs of the Board regularly and to ensure that Board members have relevant and up to date information on issues relating to the business of the Board.

·         Demonstrable experience of chairing a body or panel with varied composition. 

·         A successful track record of leading the formulation and delivery of effective organisational objectives, strategies and policies.

·         Board level experience.

·         Demonstrates a solid understanding of the efficient and effective management of an organisation’s financial, human and other assets.

·         Evidence of having made an outstanding contribution within your industry or profession.

·         Demonstrable track record of experience in public affairs.

·         An interest in relevant regulatory issues.

·         An interest in and familiarity with the Internet and its use and development.

·         Demonstrable independence and integrity.

·         The ability to make balanced, sound judgments when under public scrutiny or external pressure.

·         Demonstrable depth and rigour in decision making.

·         An understanding of the cultural differences between private and public sector stakeholders. 

·         Good communication and media skills. 

·         The ability to communicate effectively with stakeholders at all levels.

·         Ability to build the Board and committees and to develop individual Board members