The National Council Meeting on 14th January 2023 has an agenda item regarding the criteria to he used by the Nominations Committee to be used to select the new Chair in the recruitment process. These notes provide background regarding the duties of the Chair. 

In item 5 of the Agenda for the January meeting, the National Council is being asked to consider the Criteria for the role of the TTE Chair. More correctly, the title should the Chair of the Board of TTE.  Unless we are going to consider the return to, or the continuation of the current practice for the Chair to have far-wider duties, and therefore responsibilities, than simply leading the Board.

It is good that we are being asked to provide input to the Nominations Committee on this matter.

My understanding of the Code for Sports Governance is that organisations shall be led by a Board which is responsible for the long-term success of the organisation and exclusively vested with the power to lead it. Therefore, the Chair of the Board, shall lead TTE.

What is the title of the role? Currently, TTE appears to be out of step with the Code for Sports Governance.  We currently have a Chair of the Board that describes herself as Chair of TTE.

Until we have defined the title and job description, it is not possible to consider the criteria for the role.

It would be useful to consider what Sport England expects the duties of the Chair to be.  As the main provider of funds, it would be important to comply with the Code for Sports Governance to ensure the continuation of the funding from Sport England.

Neither the Code for Sports Governance nor the Board Guidance notes in the pages below appear to include the other duties currently undertaken such as:

• representing England on the International diplomatic and administration stages.
• Representing TTE with funding agencies such as UK Sport, Sport England etc
• Representing TTE in meetings involving other sports.

These further duties make a difference to the type of person who should be considered for the role.

Somebody who may be capable of running meetings and practicing good governance may not have the skill set to represent TTE to the outside world.

The representative role involves considerable travel, both domestically and internationally. Again, this may not suit some potential applicants.  The job description should realistically quantify the amount of travel and time involved.

Indeed, the job description should be honest regarding the time investment involved in the role,

We need to ensure that we obtain an effective Chair that will take our sport forward.  The Board should be setting the agenda for the operations to undertake the duties to ensure that objectives are met.

The current chair has not been capable of this and has allowed the CEO to set the agenda, largely unfettered.  The positive effect has been that Adrian Christy has come in with fresh eyes and ideas to produce Table Tennis United.

Adrian cannot have expected to be signing up for the skip-fire that is TTE Governance and Practices. Due to the breadth of duties and responsibilities assumed by our current chair, the blame for those must rest almost solely with her. It must be satisfying to be able to sweep away so much nonsense in such a short time.

Most importantly, there seems to be a schism that has built up between the Chair and Independent directors against the Member Elected Directors. Hopefully, the next chair will be able to handle intra-Board relationships more effectively in future.

This schism is made apparent by the comments in the Chair’s report on the Nominations Committee and also the structures of the Advisory Committees. There is certainly no need for the Chair to sit on all the Advisory Committees as the Board and Chair is supposed to be receiving independent advice from the members of the committees rather than participating in the advice process.  This is a simple governance issue.

I hope that the new Chair will join Adrian in ushering in a more positive future for table tennis in our country and to restore our standing on the international stage, both as players and decision-makers.

Tony Catt

National Councillor, Sussex

Code for Sports Governance – Role of Chair

Notes from the Code for Sports Governance, [published December 2021. The notes below make reference to other paragraphs in the Code document.

Chair

1.9          Each Board must have a duly appointed Chair who shall be responsible for the leadership of the Board.

Commentary

The Chair has an important role in leading the Board and establishing a constructive and inclusive environment that enables the Board to achieve its potential and secure the long-term success of the organisation. As part of this leadership role, a Chair will usually:

• set the Board’s agenda
• ensure the effectiveness of the Board, including how individual Directors perform and interact at meetings (see Requirement 4.1 regarding Board evaluation)
• ensure Directors receive accurate, timely and clear information
• ensure adequate time is available for discussion of all agenda items, in particular strategic issues, and that this time is used productively
• ensure Board decisions are executed and actions implemented
• promote a culture of openness, debate and constructive challenge among the Board by facilitating the effective contribution of all Directors and ensuring constructive relations between executives and Directors
• act as a link between the Board and executive, particularly the Chief Executive
• manage conflicts of interest
• take a lead on governance matters; and
• set an example in the values and behaviour they adopt, acting at all times in line with the mandatory Code of Conduct that has been agreed by the Board (Requirement 4.4) and in the best interests of the organisation.

1.10        The roles of Chair and Chief Executive Officer (or equivalent) shall not be exercised by the same individual and the division shall be established in writing and agreed by the Board.

Commentary

This reinforces Requirement 1.1 (c) which requires a clear division between the Board’s management and oversight role and the executive’s operational role. A Chair is only able to provide objective oversight if they have sufficient separation from, and are not directly responsible for, the day-to-day management of an organisation. Conversely, a Chief Executive (or equivalent) is often required to become intimately involved in developing and executing management plans for an organisation. Keeping the roles separate, as well as having these defined in writing and agreed by the Board, ensures each has the opportunity to perform their respective functions to the best of their ability.

1.11        UK Sport and Sport England reserve the right to require that an organisation in which they invest appoint an Independent Chair. This right will only be exercised after appropriate consultation and if UK Sport.

Commentary

Sport England reasonably believes that it is necessary to safeguard public funding or further the purposes for which that funding was granted.

Organisations are not required to appoint an Independent Chair but it may be prudent, when a Chair vacancy arises, to consider whether the appointment of an independent Chair would be the right step for the organisation. Independent Chairs may offer the potential to have a more detached, objective view.

There may be occasions, however, when Sport England and UK Sport intervene to require an organisation in which they invest to appoint a Chair who meets the definition of ‘independent’. UK Sport and Sport England would only exercise this right in the circumstances set out in this Requirement, usually upon a natural vacancy occurring and after discussion with the organisation, providing support as appropriate to make the change.

Where this is the case, appointments should be made in line with Requirements 2.4 and 2.6.

Cascading Good Governance

4.1          The Board shall set out, promote, and support the implementation of minimum good governance standards, including with respect to diversity and inclusion:

1. throughout its organisation; and
2. within its membership and/or associated organisations.

Commentary

The majority of this Code places particular focus on the Board. However, for an organisation to truly realise the benefits of good governance it is important to embed, encourage and support effective and inclusive governance practices throughout its operations and structures.

For smaller or more contained organisations cascading good governance may be within the immediate decision-making structures around the Board; for larger organisations or those who have regional or local structures, this will

extend more broadly, and could include the role those bodies play in helping the organisation meet its requirement under this Code.

Those who responded to the independent consultation on this Code supported the concept of extending good governance practices beyond the Board by ensuring good governance flows throughout the organisation’s structure, member bodies and any other associated entities. Many organisations subject to this Code have already made good progress in this respect.

Good governance practices at local and regional level help to establish trust and confidence with stakeholders interacting with an organisation at that level (e.g. staff, volunteers, members, participants) and can help to open up new opportunities (e.g. new members, participants, sponsors or investors).

Organisations are encouraged to think about what this Requirement means in the context of their organisation, including with respect to diversity and inclusion. It is hoped this Code, and the proportionate approach it adopts, can provide a framework to draw on (as it has done already for several organisations). It is also hoped organisations will be able to share learning across the sector.

Sport England and UK Sport are already providing some support in this area and will continue to do so.

Integrity

4.4          Each organisation shall adopt a mandatory Code of Conduct for all types of directorships and Council positions that, among other things, requires all parties to act at all times in the best interests of the organisation, as well as acting with inclusivity, integrity, in an ethical manner and in accordance with their organisation’s Conflict of Interest policy.

Commentary

A Board’s effectiveness is determined not only by who sits on it, but also what it does and how it acts. An important tool for governing how the Board operates is the Code of Conduct, which all Directors must agree to upon joining the Board as part of their induction.

To maximise the benefits of having a diverse Board with Independent Non- Executive Directors, it is important that each Director feels they can offer their view in a trusted and inclusive environment where different opinions are respected. Any policies and practices adopted by the Board should therefore foster an environment where Directors feel they can openly debate matters and are clear about how meetings are run and what is expected of them. The Code of Conduct should set out expectations with respect to how Directors behave and the values they adopt, with a view to promoting a culture of decision-making which is ethical and inclusive and drives continuous improvement. The Code of Conduct should also set out behaviours which are considered unacceptable, including those that will not be tolerated from a diversity and inclusion perspective. It can also be referred to when evaluating the performance of the Board or individual Directors. Organisations should have policies in place that set out what will happen when the Code of Conduct may have been breached.

All Directors should act with the best interests of the organisation in mind when contributing to Board discussions and decisions, as per their legal duties. It is recognised that Nominated Directors may be appointed to the Board by a particular group or constituency within a sport (e.g. the Council, or a geographical area, or a discipline of the sport) and as such may provide a useful conduit between the Board and their constituency. However, their duty to act in the best interests of the organisation (as a whole) is paramount.

This responsibility would ordinarily be explained to Directors as part of the appointment and induction process (see Requirements 2.11 – 2.12) and followed up by the Chair if necessary.

The requirement to introduce a Code of Conduct also applies to any Council of the organisation, its Committees and any other groups which may be appropriate. It is expected that this will reflect the same principles and values as the document adopted by the Board.

Acting with integrity and in a transparent manner are key elements of ‘A Code for Sports Governance’. Codes of Conduct are evidence of this, as is the proactive management of conflicts of interest. Organisations are encouraged to demonstrate a public commitment to integrity through the publication of the measures it has in place to promote it.

A commitment to the welfare and safety of all participants, athletes, staff and members must be an integral part of the function of the Board, and reference to this should be made within a Board’s Code of Conduct.

The Board

Additionally, we should consider the role of the Board.

1.1          The Board of the organisation shall:

1. be the ultimate decision-making body and accordingly exercise all of the powers of the organisation;
2. be responsible for setting the strategy of the organisation; and
3. maintain and demonstrate a clear division between the Board’s management and oversight role and the executive’s operational role.

Development of the Board.

4.2          The Board, led by the Chair shall:

1. undertake and maintain in writing a record of an annual evaluation of its own skills, performance, and effectiveness;
2. undertake and maintain in writing a record of annual appraisal of each individual Director, and CEO;
3. undertake and maintain in writing a record of evaluations of its Committees (Committee evaluation need not be undertaken annually); and
4. agree and implement a plan to take forward any actions resulting from the evaluation.

Board Guidance – The Role of the Chair

It would be helpful to know the job description of the Chair. From the Board Guidance labelled dated April 2021, dated 6^th May 2021, this is as follows.

The Role of the Chair

The Chairperson is responsible for leadership of the Board, ensuring its effectiveness on all aspects of the role and setting its agenda. The Chairperson is pivotal in creating the conditions for overall Board and individual Board Director effectiveness and ensures constructive relations between Board Directors and staff.

It should be noted that the Code of Sports Governance states that UK Sport and Sport England reserve the right to require that an organisation in which they invest appoint an Independent Chairperson. This right will only be exercised after appropriate consultation and if UK Sport /Sport England reasonably believes that it is necessary to safeguard public funding or further the purposes for which that funding was granted.

These specific responsibilities are in addition to the Chairperson’s responsibilities as a Board Director:

2.1 Setting the agenda: The agenda should take full account of the issues and the concerns of all Board Directors. Agendas should be forward looking and concentrate on strategy, rather than focusing on management issues.

2.2 Ensuring that Board Directors receive accurate, timely and clear information: to enable the Board to make sound decisions, monitor effectively and provide advice to promote success of the organisation.

2.3 Managing Board meetings – to ensure that sufficient time is allowed for discussion of issues, and where appropriate, arranging informal meetings beforehand to enable thorough preparation for the Board discussion. It is particularly important that Board Directors have sufficient time to consider critical issues and are not faced with unrealistic deadlines for decision making.

2.4 Liaising with Chief Executive to ensure strategy and operations and working together to deliver organisational outcomes.

2.5 Member development – taking the lead in inducting and developing individual Board Directors, with a view to enhancing the Boards overall effectiveness as a team.

2.6 Member engagement and mobilisation – Encouraging active engagement by all members of the Board. Setting tasks and work plan for Board Directors to assist in the achievements of the Board’s goals.

2.7 Ensure Board decisions are executed.

2.8 Manage conflicts of interest.

2.9 Set an example in the values and behaviour and adhere to the Board Code of Conduct

2.10 Chairperson and Chief Executive

• Chairperson and Chief Executive – there should always be clear division of responsibilities.
• While the Chief Executive runs day-to-day business, the Chairperson should focus on running the Board.
• The roles of the Chairperson and the Chief Executive shall not be exercised by the same individual.