Lynton and Barnstaple - Operations and Development

And hence we get back to the quite diverse nature of the L&B line. It's very complex situation where not everyone can be pleased.

 

That sounds just like one of my wife's 'requirements' for a 'domestic improvement' - I have to guess what is needed, then she tells me afterwards that I've got it wrong

 

And the I think is The big reason wherever you are. Boards can be hyper political or Napoleonic or secret societies or even "Dictators 'R' us" (to use the current, horrible, 'cool' (?) misuse of the poor letter R) Boards can be hidden away in some dark room somewhere in HQ or even meet off the railway or whatever. All this makes the idea of joining a board to seem like joining a secret society which most people don't want. Boards need to be open, members should make the effort to make themselves visible and approachable. Infighting is not acceptable. If that is what the chairman allows (or does) then he/she needs to step down or grow up. Good leadership makes things work smoother, board members usually have a better relationship with each other (despite differences) and things get done. A volunteer seeing a board run like this and, having had opportunities to chat to members, might be more inclined. Also this idea that board members must have some high-flying, super powerful previous management experience is a farce and does scare people off. What is needed are people with a knowledge of the railway (or whatever) to bring the information to the board of how your place runs, what is needed, and how they can help to make things happen in their area of interest rather than how some book or failed manager who expects a seat on the board simply because they once had job title that included the word "Manager" says it should be run. There is plenty of quality information, help and guidance out there (some even on-line!) too help anyone with a brain get started. It's not difficult.

 

Directors and Trustees need a dose of humility too. They have to be wary of falling into the trap of thinking “we are good people doing our best, therefore this is the best that can be done”. I am afraid that this trap appears to be most prevalent in boards where many of the members have been in position for a long time.

Long service on a board isn’t just an issue because of the trap of believing no one else could do what you’re doing, but it is highly discouraging of new people joining. Entrenched people mean entrenched views. Who wants to join a board where they feel they might not be listened to?

That said you don’t want to regularly lose all corporate memory either. So you want to ensure a reasonable stay.

Three year terms, maximum of two consecutive and minimum of three years off the board before standing again. Absolutely enforced.

 

Boards need to publish their Minutes, redacted as necessary, so that members can see what they are doing and why. Other railways do it, so why not the Trust?

 

I'd support the sentiment but not the "absolutely enforced". That isn't in line with Charity Commission or other best practice guidance which follows the "comply or explain" principle. There may be very sensible reasons for longer term board membership e.g, trustees/directors with accounting or engineering qualifications able to take on the vital role of Finance Director or Director of Mechanical or Civil Engineering. It's been estimated that over the next few years there will be a need for over 700 trustees/directors of heritage railways so the challenge is finding enough people willing to take on those roles. That's not helped by the opprobium sometimes heaped upon them by people with strong opinions who nevertheless lack the courage to take on those roles and make necessary but sometimes unpopular decisions. A strict two terms and you're out policy risks enforced loss of board competencies that underpin the confidence of entities heritage railways depend on such as the ORR, grant funders, banks etc

 

In an ideal World I would agree with you, but I have watched too many instances over the last few years where the issues at a railway are primarily to do with the entrenched views of a clique.
Board members are generally too old as well and more younger members need to be given the space to be part of the board as well. longevity is discouraging and that’s a bigger and more present issue.
The opprobrium you describe is in my experience almost exclusively the fault of the board for not communicating better, not the concerned member who hasn’t been given the opportunity to understand. Of course there are people who will make noise from the sidelines without the skills to do better, but to try to describe them as a significant problem is simply a smokescreen in my opinion.
The final point demonstrates something else that I think is a very real issue. That boaed members too often end up with executive or senior management functions as well, and the two hats get confused. Im not suggesting they cannot continue to be loco
Superintendent or aafety manage or whatever.
Finally, it would focus board minds more thoroughly on ensuring some degree of succession planning itself a benefit.

 

I agree with pretty much everything you say especially bringing in younger members with new ideas. Unfortunately the predominance of grey or silver hair is fairly typical across the whole heritage railway sector. It's sometimes not a case of the old guard hanging on past their sell by date so much as fresh talent not coming forward. To a degree there will always be some roles where executive functions muddy the water.....finance would be a good example. There should be a concerted attempt to refesh boarda but I still don't believe you can be too prescritive about maximum terms.

 

I think you have to be prescriptive. It has to awkward for anyone to stay on the board longer than the 2 consecutive terms. If that isn’t at least as awkward as finding someone else to fill the slot, then it will always be tempting to take the easy route and allow someone to stay longer. We’ve all watched that happen.

Add into the mix stubborn people with any degree of arrogance about their capabilities and you have the makings of insularity and unhealthy longevity of service. In forty years (starting in my early teens) working on heritage railways, I can think of only one chairman who served for longer than 10years and did so without detriment to the railway he governed, but even he ought not to have stayed quite as long as he did.
A final question and thought. So selection committees help or hinder the process? I’m all for ensuring that board members bring something to the board, but the selection process appears to discourage more than it encourages, and has been used to deselect anyone with practical volunteering experience at some places of my acquaintance. It’s a best practice that isn’t often applied well I think. They could be made to work very well and help that pipeline of people to stand, but that requires a culture that’s hard to create and more importantly sustained effort and management which means scarce resources applied to something a step or two remote from the daily challenge of keeping the railway going. On balance I feel they’re more often an issue than a solution because that cannot be resources properly. The outcome is entrenchment of “group think” not what they are supposed to deliver.

 

I’ve referred many times to my experience elsewhere. On the board where I’m an elected trustee, I can only serve two terms and then have to stand down. The elected posts connected to the board also come with term limits.

It’s made to work with retirements by rotation, and a willingness to tolerate casual vacancies if no one does stand. Specific roles, notably chairmanships, are then elected rather than selected, and again subject to term limits. Co-options are possible and used, but not as a way to bypass term limits.

Officers may (and, subject to their expertise, do) speak - but are specifically precluded from sitting on the board. That retains the principle that experts are on tap, not on top.

The overall dynamic is one of continuous refreshment and development, limiting the potential for sudden shocks and complacency. Without term limits, that dynamic would change - and the “it’s difficult” be all too tempting.

A further point. I put myself up for election because I saw the nomination papers, and felt I could do the job; I also found supporters willing to nominate and second. No selection panel, no interviews - just a hustings followed by vote. I was then welcomed and supported into my role as a trustee because my colleagues and the officers recognised that I had a job to do and needed to be enabled, not despite my newness. In a couple of years, my term will end and I’ll retreat to the back row with pleasure.

 

An excellent model.

 

’Expertise on tap’ from outside the Board is an excellent principle to remember. It is not essential always to have, for example, the ‘Head of Finance’ or the ‘Head of Engineering’ on the Board, although no reason why they shouldn’t be. The important thing is to have their advice available to the Board, and for the Board to listen.

It is probably a bad thing to have too many departmental managers on the board, a recipe for inter-departmental strife and a conflict between the interests of the department and of the railway as a whole. It’s part of the job of the Chairman and other non-executive Trustees to step back from this month’s management issues and take a longer view.

 

I agree, but I would like the Head of Finance on the Board, given the appalling financial decisions that have been made....

 

Why? It might be the HoF’s fault. There is no reason why someone else (possibly several members) on the board might not also have sufficient financial expertise and be able to spend less time producing the financial figures and more time reading them.

 

As I understand the problem, it is that the Treasurer meekly goes along with whatever the Chairman or one of his (former Trustee) sidekicks wants, especially when it comes to OSHI. What we really need is for a robust Treasurer/Head of Finance to stand up Miles and Co.

 

And that is where the distinction between membership and participation bites - in the example I gave, the FD attends but is not a member. Their voice is heard, and there's a lot of good work done before we get to board meetings - which raises a whole separate question about capacity.

 

Some very good stuff has been mentioned here, but I have never liked the idea of Trustees having extra responsibilities. As I see it, a Trustee should be there to act as guardians of the group's assets; they should not, in my view, be there to try and build a railway.

There is more than enough work to be done at that level without getting involved with the Construction, Design and Management of the railways' coal face.

Each area needs a different skill set. I realise that some will jump on me for saying this, but please think about the bigger picture first of all. I feel the railway project has become bigger than enthusiastic amateurs can deal with. What I feel we need is to look at the issue of leadership, in that the L&BR needs a CEO to drive the project forward, along with a CFO and a Company Secretary who is well-versed in both Company and Charitable law.

They would be answerable to the trustees, who need to be able to ask questions of the appointees and hold them to account.

Like I have said before, the current set-up is very confused and has no way of having any person accountable to either the Trust or the CIC, for that matter. I would like to see that not only is there something written into the M&As of both the Trust and the CIC, that no one person can serve on both boards at the same time and it should also be said that if you serve on one board, you cannot stand to serve on the other board without a break of say three years between each post. Yes, I understand that you may lose a very good Chairman for three years, but that has to be better than what is currently in place.

I am convinced that we need to review all of the legal documents for the group, so that these issues which has been identified can be dealt with. Once done this I hope will then bring both trust and a culture back into the project.

 

And someone to prepare the accounts, not necessarily a Trustee, to save the circa £10,000 the three organisations spend each year on accountancy/book-keeping. Surely it is not beyond the wit of the Trustees to find someone if the Treasurer is incapable of doing it. Which raises the question of why the Treasurer is occupying the post. And does the Treasurer produce management accounts, budgets etc. for Board Meetings to enable the Board to manage the finances ? Again, if not, why do we not have a volunteer who fills this need ?

 

Culture is grown, not laid down. Changing legal documents should be, if necessary, part of locking in change - not determining the nature of the change, nor just responding to change.

You then raise structural questions about the relationship between a Trust, an operating organisation, and a construction organisation. If the culture is wrong, all you will do is add complexity to a mess - arguably what's happening with LBBC. If you don't have the people to "do" as well as to "govern", no amount of good structure will protect you from things going wrong. A CEO or CFO is no different from what was once called an "MD" or an "FD" - and those I've met are experts in managing and leading (not the same), not company law (that is the role of the Company Secretary and the General Counsel, both of whose roles advisory). Get the people right, and you may not need the organisations - but if you do, you can then make sure that they have the right objectives and accountability.

The L&B is not a big organisation, and what it is trying to do should be well within the capabilities of trustees to lead on - as has been seen elsewhere. The issues, as I keep coming back to, are about people and culture.

I repeat the example I gave. I'm a volunteer, with no specialist training for the role. That is in an organisation that employs something like 200 people, and has a multi-million turnover. The professionalism is in the management, some of whom are on or attend the board.

 

So you need a CEO, a CFO and a Company Secretary. Conservatively that has added an unbudgeted £150k to the wage bill - of an organisation that turns over £1m and in an era when all such organisations are struggling for money.

Tom