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Wilts & Berks Canal Trust Reorganisation
Wednesday, 06 January 2016 00:00

WILTS & BERKS CANAL TRUST

Reorganisation

Our Chairman and Company Secretary have been  doing the rounds of branch meetings to consult on the changes being planned to the management of the Trust, and there have also been non-branch events to try to include as many members as possible.   

We encourage as many of you as possible to view the diagrams of the proposals, and to read the Explanatory Note and Frequently Asked Questions document, and respond if you have thoughts/comments on what is being suggested.  All feedback will be considered and changes made if appropriate before bringing the final proposals to the Annual General Meeting on 17th October. 

Feel free to email Roderick Bluh or Chris Coyle 

    WBCT -7-1-1000  
 WBCT -7-2-1000  WBCT -7-3-1000  WBCT -7-4-1000  WBCT -7-5-1000

 

BACKGROUND

During the last year there has been considerable discussion within the Wilts & Berks Canal Trust (WBCT) about changes to the structure and organisation of the Trust. This discussion was prompted by the need to find a new Chairman, by concerns over the burden placed on that post, and by a sense that the current structure might not be robust enough for an organisation seeking to deliver many major projects within a defined timescale.

The discussions so far have focused on the Trust and its internal structure, and how this could and should be changed.

The appointment of a new Trust Chairman and discussions with the Trust's Masterplanner about a different approach to the restoration, and the proposal to set up Trust companies for trading and project delivery, have brought a further dimension to the debate.

There can be no doubt that the outside world has a pre-conception about the Trust and its (lack of) ability to deliver. This perception arises where projects are started but not completed, or take a very long time to complete. This impression can be reinforced when projects are completed but are then not maintained in good condition

The current workload on the shoulders of a few is clearly unsustainable.

The ambition to restore a further 60 miles of canal requiring the management of a budget cost of £300m over 10 plus years sets a target of five to six miles/£30m per year. Continuing at the current rate of restoration it will take at least another generation or more to complete the project.

In line with Government policy, it is clear that much of this finance will need to come from 'commercial' sources. Private Finance is available for regenerative schemes but the challenge is to deliver public benefit schemes like the canal from such sources.

This proposal considers a fundamental reorganisation of the structure of the Trust to enable it to deliver the canal in a more effective and efficient manner.

The purpose of this paper is therefore to set out the proposals for reorganisation, and to identify some of the very many questions that will need to be answered if the proposal is to be taken forward.

PURPOSE OF WBCT

We have set up a trading company (WBC (Trading) Ltd) [WBCTL] with the purpose of it being the primary vehicle to capitalise on building a WBCT brand, and from that brand receiving income from all manner of trading activities, including trip boats. merchandising, procurement, production and related IP rights for franchising of the Wilts & Berks Canal brand.

We have separately also set up a delivery authority (WBC (Projects) Ltd) [WBCPL], with the purpose of being the primary vehicle for the delivery of major projects within the restoration of the Wilts & Berks Canal. It will focus on physical construction, in partnership with other organisations; we would expect these projects to be carried out by major contracting companies. This company will be used to deliver large project opportunities identified as part of the Masterplanning of the canal.

As a part of the reorganisation the purposes of WBCT will alter in some ways. WBCT will no longer be seen as the primary delivery vehicle for major projects. However it will continue to set the strategy and to deliver physical restoration of many parts of the canal. Its many other roles would continue, and these are discussed below.

SOME QUESTIONS AND ANSWERS

Set out below are some of the many questions which would need to be answered.

The Purpose of the Reorganisation

Q. What is the overall purpose of the reorganisation – why is it felt to be necessary?
A. There is general agreement that our current structure is unwieldy. Council of Management is too large. It also has to carry out a number of different roles; it is the body responsible for our strategy and for safeguarding our charitable status, but at the same time is the executive body responsible for decision-making, sometimes at detailed level.

The proposed changes separate these functions more clearly. At the same time the roles of the Board of Trustees and the Executive are clarified.

The Proposed Structure

Q. What will the proposed structure look like?
A. See charts above.

The impacts on WBCT

Q. Will the WBCT continue to exist?
A. Yes

Q. What will be its role?
A. Much as it is at the moment. It will continue to have custodianship of charity ethos; strategy; delivery of physical restoration projects not covered by WBC (Projects) Ltd; community engagement; volunteer management; social activities; local restoration; fundraising; canal and property maintenance; trading activities; boating. Although it will not deliver major projects directly, it will have control of them through its wholly-owned subsidiary, WBCPL.

Q. Who will WBCT be answerable to?
A. It will continue to be answerable to its members.

Q. Will it continue to be a registered charity?
A. Yes. There is no intention to change the status of the Trust.

Q. What staff will it have, either as volunteers or paid?
A. Given the change of role of the Executive, it may be appropriate at some time in the future to consider whether some posts will be paid. However it should be emphasised that the vast majority will continue to be Volunteers working within WBCT.

Q. How will it be funded?
A. Initially in the same way as it is funded at the moment – by grants, donations, membership subscriptions. In the longer term it may also be funded by advance payment on development gains from the Melksham Link and other projects, and from Third party sources (may be different for revenue or capital). It will also receive the profits from the Trading Company.

Q. What will be its primary working relationships? Local Authorities? WBCPL? Contractors?
A. It will continue to have all the working relationships it has at present, including Local Authorities, the Wiltshire Swindon and Oxfordshire Canal Partnership, funding bodies, Canal and River Trust, Inland Waterways Association, etc

Q. What will be its relationship with the Wiltshire Swindon and Oxfordshire Canal Partnership?
A. WBCT and the Partnership will continue to have a relationship, but at a number of levels. We will be inviting the Partnership to nominate a representative on the Board of Trustees, so it will have an input into strategy. It will also be in attendance at meetings of the Executive, so will have a working relationship as at present. In addition there will be working relationship between WBCPL and the Partnership.

Q. What will be WBCT's relationship with the two new companies – WBC (Trading) Ltd and WBC (Projects) Ltd?
A. They will be wholly-owned subsidiaries, and therefore under the control of WBCT. All profits will be passed up to WBCT.

Q. Will WBCT lose momentum?
A. No, far from it – there has never been any lack of ambition by the Trust, but it is hampered by lack of resource to deliver. It will be able to focus on activities and projects it can deliver, by passing responsibility for the larger scale projects involving mostly or exclusively professional contractors to its subsidiary. The Trust will then be able to put more management effort into identifying and supporting project opportunities which fit with the skills and aspirations of the branch teams, and to supporting those projects through to completion

Q. What will WBCT volunteers do?
A. There will be an enormous amount for volunteers to do. They will continue to do physical work not covered by WBCPL, such as smaller, non time-dependent projects. There may also be contracted work from WBCPL on some projects. In addition, there will be a whole range of non-physical activities needed to promote the canal restoration, including, increasing membership, fundraising, retail and mail order merchandising, shops and office management, PR, community engagement, and of course social activities and WBCT events.

Q. Will the functions of WBCT change?
A. WBCT will have to maintain all current functions if it is to deliver non-WBCPL projects. These are proposals for streamlining the organisation structure of WBCT, not for diminishing them.

Q. Will WBCT cease to be a member of the Partnership?
A. No

Q. Will the WBCT still contribute financially or in effort to the Partnership?
A. Yes.

Q. Will WBCT provide the expertise of its members (eg Engineers, Project Managers) to WBCPL?
A. Yes, as required and appropriate.

Q. Will the Navigation Authority sit within WBCPL or WBCT?
A. WBCT, although it is to be expected that some activities may fall within the trading company.

Q. Who will be responsible for maintenance of the restored sections?
A. WBCT. This activity must cover all restored sections of the canal, and will be carried in accordance with the Trust's Maintenance Policy, under the direction of the Executive Director responsible for operations and maintenance. Branch teams are expected to maintain all sites within their area – if additional helps is needed this should be sought from other branches.

Q. Where does the Wiltshire Council Countryside Officer fit?
A. He continues to be within the Partnership, working with both WBCT and WBCPL as appropriate.

Q. Will WBCT own the assets, such as trip boats, and the Peterborough Arms?
A. Yes. The intention is for all assets to be held by the charity, WBCT. This is to safeguard the charity's assets. The intention is to pass any operational risk down to the subsidiaries so that the charity is protected.

Q. Why not just leave well alone?
A. Leaving things as they are will not deliver the canal for a considerable time, if at all.

WBCT – Reorganisation

Some Questions – The Board of Trustees and the Executive

The Board of Trustees

Q. How many will be on the Board?
A. It is proposed that there should be a maximum of about nine or ten. They will be:
Trust Chairman, Vice-Chairman, one elected Member representative elected by the membership, one Branch Chairman chosen by the branch chairs, one representative each from the WSO Canal Partnership, CRT and IWA, and two or three co-opted directors – the equivalent of Non-Executive Directors. The intention is that they should be experienced professionals, in, for example, the charity, canal restoration, and commercial sectors.

Q, Will every branch chairman be a Trustee?
A. No. It is proposed that they will be represented by one of their number.

Q. How will they be chosen?
A. Could be in rotation, or by election among them, with no one Chairman able to serve more than (say) one term in three.

Q. What will the Board of Trustees do?
A. Its role will be to safeguard the ethos and charitable status of the Trust. It will also appoint the Chief Executive, and set the strategy to follow.

The Trustees are expected to focus their time and efforts on governance and strategy, as opposed to executive or 'delivery' work.

Key tasks to be undertaken by the Trustees include (but are not limited to):
• Maintain relationships with the Royal Patron, President and Vice-Presidents
• Ensure Companies House and Charity Commission reporting requirements are complied with
• Produce an Annual Report for the Trust
• Endorse the strategy for the Trust, revising it from time to time as required
• Monitor the implementation of the strategy, by the Executive group
• Appoint the Chief Executive
• Represent the Trust at WSO Partnership meetings
• Implement changes to the organisation as necessary to ensure it continues play a leading role in the restoration and operation of the canal

Q. How often will it meet?
A. Probably every other month, as at present, although it might have to meet more frequently in the early stages.

Q. Who else will be present?
A. The Board of Trustees would decide that. However it would be normal for some or all of the Executive to be present for at least part of the meeting, to answer questions and clarify issues. A representative of the Partnership could equally be there for some of the time. It may well be that a representative of the Masterplanning team would also be present for at least some of the time. There would be a minute taker.

The Executive

Q. What is the role of the Executive?
A. To implement the strategy laid down by the Board of Trustees, to manage the operations of the Trust, and to oversee the operations of the Trading and Projects subsidiaries.

Q. How many on the Executive?
A. If it is to avoid the problems of the current Council of Management, it should not be too big. It will be up to the Chief Executive to choose his/her team, but the current suggestion is:
Chief Executive, Finance Director; Fundraising Director, Operations Director; Volunteer Co-ordinator / HR, PR and Communications, Engineering/Technical, Programme /Projects.

Q. What will be the role of an Executive Director?
A. Each Executive Director will be responsible for a defined aspect of the operations of the Trust. Each will have a job description and terms of reference. Key functions might be as outlined above, but it will be for the Chief Executive to build the team.

Q. Who will report to the Executive?
A. As part of their role of managing operations and activities, each Executive Director will be expected to build the necessary support team, drawn from volunteers within the Trust. These support teams will include in some form:
Land acquisition, Administration, IT, Membership, Health and Safety,
Maintenance, Ecology, Environment.

Q. How often will it meet?
A. Formally, once a month, but there will probably be informal meetings more often than that.

Q. Will anybody else be there?
A. Normally the Trust Chairman would be there, and a representative of the Partnership and the Masterplanning team.
It would open to the Executive to invite others for all or part of the meeting. It is the current intention that branch chairmen will be invited to attend and contribute, and provide a channel of communication with the branches.

Branches

Q. Will there still be branches?
A. Yes. They are a very important and valuable part of our structure.

Q. What will be their role?
A. To carry out projects of scale within their capabilities, and to promote the Trust by their activities. The branch Constitution sets it out as to being:
• To further the charitable objectives of the Trust.
• To raise the profile of the project to restore the Canal within the locality of operation of the Branch – informing local residents, businesses and, where applicable, landowners of the merits of the project.
• If the Branch is established for a local area which includes a section of the Canal, the branch is also expected to initiate and complete, including the ongoing maintenance thereof, restoration projects on that section of the Canal. Such projects may include clearance/formation of the canal channel, repair/reconstruction of the historic structures, and construction of additional structures necessary for the restored Canal

Q. How many will there be?
A. That is open for debate. There is some feeling at the moment that we have too many branches, resulting in resources being thinly spread, but that is for discussion. In some ways it might be better to amalgamate some to make stronger units all round. However given the volume of work to be done, there could be more branches, provided that they have sufficient members and resources to be viable.

Projects Board

Q. What is the role of the Projects Board?
A. We have found over time that we need to ensure that projects are managed and controlled if we are to avoid some of the issues that have come up in the past. So, the Projects Board has been set to approve any project before it is started, and to monitor their progress. We have set a threshold of £5,000 for this, to give scope for branches to initiate and complete projects on their own.


Existing Committees

Q. What will happen to existing committees such as FinCom, ResCom, and Engcom?
A. Our new Chairman, Roderick Bluh, has made clear his view that this project cannot be delivered by committee, but needs clear lines of responsibility for individuals within the Trust.

The only decision-making bodies will be the Board of Trustees, the Executive, and the Projects Board. The existing committees provide an obvious start for some of the support teams mentioned above.

FinCom will disappear; it was set up to speed decision-making between the two-monthly meetings of Council of Management, but since the Executive will be meeting monthly, its functions will be taken over by the Executive (for delivery) and the Board of Trustees (for governance).

ResCom will continue to provide the meeting point for Work Party Organisers and a forum for sharing their experience and expertise, as well as forming the core of a support team for the Programme / Projects Director

Similarly, EngCom will provide the core for the support to the Engineering Director.