Lynton and Barnstaple - Operations and Development

It was interesting that the open session members were quite rudely refused, I felt was later basically delivered anyway to fill time. Very sad really because the Chairman had a number of opportunities to read the room and understand that he wasn’t being asked to change the agenda of the formal meeting (and fair enough that he wouldn’t - though he didn’t need to quite so prickly about how he said that), but to have a session for 30mins or so where people could ask questions. I think he feared doing that before the meeting and didn’t realise that most places it happens after the formal meeting has closed anyway. All most unsatisfactory really.

 

As you say the ideal is for an open question and answer session after the formal agenda of the meeting has been completed. The trouble is that is sometimes an expectation that motions can be proposed and votes held during those sessions. A chairman may have to be robust when explaining that such sessions are best practice opportunities for communication between members and the board which should be welcomed.

 

I take it you weren’t at this meeting?

in my view there was no excuse whatever for the way some trustees conducted themselves with a gathering that was at all times respectful towards them. That the chairman might have feared what you suggest might explain his acerbic and downright rude behaviour it was neither called for by what was being said by the floor nor how it was said. I don’t recall anyone suggesting that there should be anything that wasn’t on the agenda, albeit there were some questions about how the agenda had been created and the manoeuvring before the meeting that was overly defensive.

The trouble is not what best practices might or might not be, but the unwillingness of a board and chairman to subject themselves to quite legitimate questions at all. Such defensive posturing does nothing to create trust. A robust explanation of best practice wasn’t required from the Chairman, it was required TO the Chairman.

I do find the constant assumption that the chairman and the board are right and the members are some kind of gathering of recalcitrant and ignorant schoolchildren wearing. In this specific instance there was as much or more company governance and management experience in the audience as on the board, and the body of the meeting had a noticeably more constructive approach.

 

I would suggest that best practice would be to have a Q&A/discussion session (streamed to all members) before an AGM/EGM, so that the issues can be discussed and all viewpoints heard.

This could even take place over a number of sessions if there was a lot to discuss and additional sessions could be held virtually to avoid the costs of hiring a venue.

Informed voting could then take place at the formal meeting.

I know @Lineisclear will say that none of this is required by law, but that doesn’t mean that you can’t do it, especially for the likes of the L&B where there has been such turmoil in recent times.

 

I think that sounds more like program of regular communication, which would I agree be a good idea. I wouldn’t see a need to link such a program to the AGM and in fact I can see good argument for not doing so.

 

I’d agree. Especially for an organisation that, whatever its flaws, has sought to include remote members, the complications of having Q&A before the formal business would create a split franchise. The objective should be to put members in an informed position before they are can vote.

 

The point being, that if there has been no/little communication, then a compulsory q&a gives an opportunity for the members to question the board about the matters they would shortly be voting on

 

The board would be wise not to get to that point.
Reasonable frequency of informative communication done in the right tone, the AGM would be a breeze.

Oh, and not ducking the difficult questions all the time.

 

I rather think that the foregoing comments about the state of affairs on the L & B reinforces my opinion that this project is dead in the water. "Throwing good money after bad " comes to mind.

 

In an ideal situation, I would agree. The L&B (and others) are far from that!

 

And the issue, specifically germane to the L&B, is that this could lead to a fundamental split between those members who attend, and those who do not.

Better by far to manage the communications effectively, so that the elaboration at a Q&A is not necessary for forming voting intentions.

As we saw last year, other routes for getting information out do exist - and as @21B says, a board would be wise not to push things to that extent.

 

I don’t see an issue if the q&a is streamed with remote participation permitted.
As I said above, it’s perhaps overkill when a board is functioning properly and communicating properly, but as we’ve seen, when a board goes into dictatorship mode, then having some form of compulsory q&a means that the members are guaranteed a chance to ask questions or debate a board decision. Better to have a safeguard of a compulsory meeting and not really need it, than end up in the situation we have seen recently.

 

I have my doubts.

If a board is hunkering down, as was the case last year at the L&B, then such safeguards can easily be bypassed or managed away.

Specifically relevant to the L&B, there is then the practicality of managing attendance. As matters currently stand, remote members are enfranchised through use of a proxy system. What you suggest would require a change to voting only being open to those present, physically or virtually, at the meeting. If not, and the content of such a briefing were to go beyond the papers circulated to members, you would risk a situation in which members would be voting on the papers, yet external matters could be introduced that might reasonably be expected to change their views.

I come at this from a very different perspective to my sparring partner @Lineisclear, but share his view that the structure of a General Meeting needs to be managed clearly to enable fairness to all involved.

The answer to this problem is for the organisations to manage their communications in an open and transparent manner.

Written by an L&B member who is deeply frustrated that his annual trip to North Devon is the week before the AGM, and that he has to be at a meeting back home on the Sunday morning.

 

I find that implied criticism odd when the post was a general observation about meetings that supported the use of Q &A sessions for better member/shareholder communication!

 

I doubt that 35B and I are sparring on this topic. We're both in favour of effective communication and fairness as between those members/ shareholders attending the meeting and those unable to.

 

Indeed, though our views do frequently diverge quite dramatically when it comes to the practical implementation of such!

 

You said “A chairman may have to be robust when explaining that such sessions are best practice opportunities for communication between members and the board which should be welcomed”

This got the situation completely backwards. The chairman in question on that night wasn’t being challenged in that way, and dealt with proceedings badly, eroding trust as he went. I feel, and we’ve been over this ground before, that your starting point is that the chairman is right. My point is that they need not only to be right (and they aren’t always - like all of us) but that they must also speak and do things in the right “tone” as well. Tone and substance were wrong last year.

As a general point the need for the chairman to “lay down the law” is in my view rare, and only occurs where they or someone else already stopped listening and guiding long before.

 

Ok so hold the q&a a few weeks before the meeting.
The remote members would not be disenfranchised or perhaps even need to use a proxy if they could join meetings remotely and vote electronically.

The q&a I am suggesting would not be a part of the agm but would be mandated by a clause in the L&B’s constitution.

 

Would it not be possible to have a "Members Questions" section on the website where members (only maybe) could post these nagging queries but everyone could see them - and the answers from those on high? Failures to answer could become highlighted if not answered (without a valid reason) after a reasonable length of time and then, if necessary, those matters could be put before the board at the AGM. "Company Confidential" is often used as an excuse to hide answers but unless it's something legal such as personal details there is nothing really the company can justify as needs to be hidden. "Financially sensitive" is another common excuse but who, within 100 miles or more, would benefit to the railways detriment if the financial data was public? Companies Act, Rules for Directors - "...Openness, honesty and integrity are required..."

 

Seems to me people are trying to create a legislative response to what should be a cultural question, i.e. the degree to which those in charge see the need to communicate openly with their stakeholders.

That's really down to the personal characteristics of the people you elect. If someone is a good communicator and considers that an important part of their role, they will do it anyway. Boy contrast - if someone (or collectively a group) is by temperament very closed and suspicious of such openness, do you really think mandating it will actually elicit any meaningful answers to questions? If you don't want to be open and transparent, it's not exactly difficult to go through the motions of having a Q&A session or a website contact form for members while still giving very guarded or terse replies.

Communication is a good quality to seek in those you elect as Trustees, but it is a cultural trait: you can't mandate that someone does it satisfactorily.

Tom