The use of the ‘quick vote’ has undermined the checks and balances that protect members’ interests

Sir William Proby, who was Chairman of the National Trust from 2003 until 2008, writes in The Daily Telegraph,

The National Trust has always attracted controversy, because of its importance in our national life and the passion that so many people feel for what it does

As a former chairman of the National Trust, I have been reluctant to criticise my successors – but I do believe that governance changes in recent years are taking this great institution in the wrong direction. A new report by the Legatum Institute highlights serious flaws.

I have a personal interest in this because, as chairman, it was my responsibility to introduce the radical reforms recommended by the Blakenham governance review. Lord Blakenham took a whole year to complete this review, and interviewed a large number of people from every part of the Trust. 

Its conclusion was that it was no longer practical to run an organisation as large as the Trust with a 52 member-strong council.

The review therefore recommended that a new board of trustees of about 12 should be set up as the controlling body. It was, however, recognised that, by doing this, there was a danger of concentrating too much power in the board. So the report recommended that the council should be retained as an advisory body and, most importantly, that it would retain powers of appointment to the board.

Given these important powers, it was vital that elections to the council by the Trust’s members should be as democratic as possible. Since the trustees are mainly appointed from the council, being elected to the council is the only way for most ordinary members to be appointed to the board of trustees. 

It was recommended by Blakenham’s review that the practice of using the chairman’s proxy vote for elections should be abolished. The chairman’s proxy for members’ resolutions was retained on the basis that chairmen would have the ability to listen to the debate at the AGM before casting their vote.

It was quite normal for members critical of the Trust’s policy to be elected to the council. It took two years to introduce the reforms and, during my time, there were at least seven members of the council who were very critical. I welcomed their presence as it allowed a frank debate where all views could be aired, a vote could be taken and the organisation could move on.

The Legatum report shows that, in more recent years, there has been a steady erosion of the safeguards that Blakenham introduced. In particular, the introduction of the “quick vote” – an extreme form of proxy voting – goes against the whole spirit of the Blakenham review by making the election process undemocratic. In addition, it seems that the chairman’s discretionary vote on resolutions is actually cast before the AGM.

In the past two years since it was introduced, all the candidates who have been elected to the council were proposed by the board of trustees.* All the others were defeated by the “quick vote”. This is not credible, especially when one of the candidates was of the calibre of Lord Sumption. It is tantamount to the board of trustees appointing the people responsible for appointing them.

Unfortunately, the “quick vote” is not the only problem with the governance of the Trust. For many years, it used advisory panels and regional committees to provide advice and oversight to the staff. The members of these committees and panels were all volunteers. Importantly, they were sub-committees of the board, appointed by the board of trustees and the chairman. They were strongly endorsed by Blakenham as part of the checks and balances.

In 2015, however, the Trust demoted the status of the panels and regional committees on the basis that they were there to advise the staff and presumably by implication not the chairman and board of trustees. 

I think this was a mistake. I relied heavily on the advice of the panels and committees, and met regularly with their chairmen. I believe the director-general of the time felt that they slowed down decision-making, but they served to give external oversight and endorsement to what the Trust was doing. A slower decision is better than a wrong decision. Any organisation of the size and importance of the National Trust needs some form of external oversight.

The National Trust has always attracted controversy. This is because of its importance in our national life and the passion that so many people feel for what it does. This is healthy and should be welcomed by the management and board of trustees. 

A truly democratic structure allows these issues to be debated, voted on, and the organisation can move on. Stifling dissent will only lead to a running sore of disaffected members outside the organisation, which inevitably will damage this great institution.

I hope the Legatum report will encourage the National Trust and the Charity Commission to look again at its governance and restore it to the democratic principles set out by Blakenham.

*This is not strictly correct, as candidates are recommended not by the Trustees, but by the Nominations Committee of the Council. Sir William can be forgiven this slip of the pen, as the Board of Trustees and the Council have the same chairman and deputy chairman, so that the two bodies cannot be said to be wholly independent. This is potentially a problem, as the Council has a duty to hold the Trustees to account. The Telegraph published a correction on this point and noted further, ‘[The article] also stated that the Board of Trustees were mainly appointed from the Council when in fact they are solely appointed by the Council.’ While it is the case that the Trustees are appointed by the Council, it is also the case that many members of the Board of Trustees are appointed from the Council, as they were previously members of the Council. Sir William therefore makes a reasonable case that the use of the quick vote means that the checks and balances in the governance of the National Trust are not robust.

What were the findings of the Blakenham Review?

The Blakenham Review, which was published in 2003, recommended the abolition of the Chairman’s discretionary proxy vote in Council elections. This change came into effect in 2005. The Daily Telegraph reported:

Blakenham review calls for shake-up at National Trust

By Charles Clover, Environment Editor 24 April 2003

Shortcomings exist in the way the National Trust, the country's largest private landowner, is governed and there is "deep suspicion" among members about its voting system, an independent report said yesterday.

The review, commissioned by the trust's ruling council and chaired by Lord Blakenham, a former chairman of the Financial Times and the Royal Society for the Protection of Birds, concluded that it would be wrong to ignore these problems.

Since the charity was last reformed by Act of Parliament in 1971, its membership had grown from 152,000 to more than three million, and its budget from £2.4 million to a hundred times that amount.

These greater responsibilities, and changing trends in regulation, made it "unrealistic" to expect it to be run by a 52-member ruling council that met only four times a year, the report said.

The size and number of central committees within the trust led to "considerable duplication of effort" and "make it unclear where decisions are taken".

Members of the council and committees, who served unpaid, were not always clear as to their roles, resulting in a number of them feeling "frustrated or dissatisfied".

The process for selecting committee members was "neither sufficiently consistent nor sufficiently transparent", said the report. "It is too heavily reliant on informal approaches and, as a result, people without existing contacts within the trust often feel that there is a circle into which they cannot break."

There was "deep suspicion" on the part of a significant number of the trust's members about the proxy voting system, under which the chairman tops up votes for members of the council according to a list approved by the trust. Members did not understand the decision-making process within the trust and found it hard to make their voice heard.

The review group, which consisted of one other independent person and three members of the trust council, called for the creation of a new 12-member governing body, with the majority of its members drawn from the council. Proxy voting would be abolished and replaced by a postal ballot for elections to the council.

Lord Blakenham said he believed the necessary changes could be achieved through a Parliamentary scheme instead of an Act of Parliament as the main remit of the trust remained unchanged.