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Your Institution needs you: President Tony Roche on the role of Trustees

Tony Roche

IMechE President Tony Roche
IMechE President Tony Roche

Advancements in technology are changing the face of society on a daily basis and the Institution of Mechanical Engineers has continued to place itself at the heart of these dynamic changes since its formation in 1847.

Improving the world through engineering could not have been achieved without the influential and progressive nature of its membership. Now standing at 120,000 members in 140 countries, it continues to be a driving force in industry and wider society.

Since its inception, the Institution has actively sought Members’ views and recommendations on how it should be governed and on its charitable aims. The Trustee Board governs and leads the Institution, and is responsible for ensuring it abides by its Royal Charter, by-laws and statutory regulations. The Institution’s Council, made up of over 70 volunteer Member representatives from across our UK and international regions, divisions and groups, advises the 13 elected trustees on strategy, membership and other key issues. 

The role of a Trustee

Becoming a Trustee is not a decision one takes lightly. It often means making decisions that will impact on people’s lives, both within the Institution and society as a whole. I know this only too well, being responsible for the creation of the Trustee board in 2002 and recently taking on the presidency for the second time in my career. 

This is a serious voluntary undertaking. Trustees need to have a wide range of competencies to enable them to make professional judgements in diverse matters associated with the governance and operation of the Institution. In addition to their professional engineering competency, a trustee and the Trustee Board need to have good skills and experience in financial management, auditing and risk mitigation as well as communications skills to support the decision-making processes of the Institution that help us achieve our aims and objectives.

“I was very excited to be elected to the Trustee Board and to be able to input into the running of the Institution, but I was under no illusions as to the commitment I was undertaking,” says Helen Meese, who was elected to the board last May and is Chair of the Regional Strategy Board. “Making strategic decisions at this level can be very daunting. However, new Trustees receive induction training and have the opportunity to extend their learning and add new skills during their time on the board.”

In both my terms of office as President, having a strong working knowledge of the Institution’s by-laws has been essential. In addition, the Charity Commission provides excellent guidance in its publication "The Essential Trustee: What You Need To Know, What You Need To Do", this is a recommended read for anyone considering election to the Trustee Board.

As we have experienced recently, it is not always possible to please all of the people all of the time. We are also exposed to confidential information that influences our decisions and yet clearly we cannot share it to explain why. The key for me is that we remain a democracy; our strength is that within our charitable aims we are a members-led organisation. The power of people is through the ballot box if they feel that at any time they want to see change.

Annual election to Trustee Board

In early April, Fellows and Members will receive voting papers for you to choose whom you wish to support for election to the Trustee Board and Council, with results being announced at the annual general meeting on 22 May. 

“We are keen to encourage Fellows and Members to consider putting themselves forward for the voluntary role of Trustee, which is a three-year term,” says Clive Hickman, one of the Trustee Board vice-presidents and Chair of the commercial and investments board. “The President is the Chair of Trustees and there is also an honorary treasurer. All Trustees are jointly and individually responsible for the Institution, including shared responsibility for the finances. Trustees also chair or sit on subcommittees, which meet two to four times per year. You need to consider your ability to commit to these obligations before submitting your form.”

Making decisions as a trustee

“Trustees make decisions about the Institution together, working as a team,” says Helena Rivers, who became a Trustee in 2017 and is chair of the Audit and Risk Committee. “Decisions are normally made at formal meetings of the trustee board which happen six times a year. When we make decisions about the Institution, it’s important to consider are we: 

  • acting within our elected powers
  • acting in good faith and only in the interests of the Institution
  • making sure we are sufficiently informed, taking any advice that we need before reaching a decision
  • taking account of all relevant factors we are aware of and ignoring irrelevant factors
  • dealing with conflicts of interest
  • making decisions that are within the range of decisions that a reasonable rustee body could make in the circumstances.

“We always make sure our minutes are formally recorded, and how we made more significant decisions in case we need to review or explain them in the future.”

“Reaching consensus as a trustee board isn’t always easy,” says Phil Peel, who is also a vice-president and chairs the Technical Strategy Board. “So it’s important to listen to each other and respect the opinions of others, always placing the objectives of the Institution at the forefront of any outcome.”

Trustees’ duties

Under-30 trustee board member Salma Suleyman, who is also a member of the Commercial and Investment Board, says: “I joined the Trustee Board on the understanding it would be 10 meetings a year, however the duties mean it can be more than this. Nominees should be prepared for it to take up a significant amount of time, with a lot of preparatory reading before meetings. However, as a Young Member, I’ve been part of processes that usually happen much later in your career and have done this with the benefit of my very experienced board colleagues. It has hugely expanded my understanding of the mechanical engineering industry not just in a technical sense, but the position of it within the socio-economic and political environment of the UK and globally.”

Peel adds: “My fellow Trustees have a real passion for the aims of the Institution and a desire to ensure that its reputation is upheld within the engineering community.”

Fit for the 21st century

It is essential we continue our mission to ‘improve the world through engineering’, but in doing so we must ensure that Members can contribute their time and skills to the running and governance of this great organisation. While we are very focused on our legal and financial responsibilities as Trustees, we must also think creatively and strategically to enable us to lead our Institution through its next 170 years. I and fellow Trustees encourage any member who feels they have what it takes to fulfil these rigorous requirements to consider this great opportunity.

What’s next

In the last issue of Professional Engineering there was a notice inviting Fellows or Members who wish to put their name forward for election to vacant places on the Trustee Board or Council to submit their nomination. The closing date for receipt is the Ordinary Meeting on 20 March. If you would like to take up the opportunity to become a Trustee then please contact Joan Gibbins, the deputy council officer, who can advise you on the nomination process that you need to follow.


Detailed duties of a Trustee

1. Ensure the Institution is carrying out its purposes for the public benefit

You and your co-Trustees must make sure that the Institution is carrying out the purposes for which it is set up, and no other purpose. This means you should:

  • ensure you understand the Institution’s purposes as set out in its governing documents
  • plan what your Institution will do, and what you want it to achieve
  • be able to explain how all of the Institution’s activities are intended to further or support its purposes
  • understand how the Institution benefits the public.

Spending Institution funds on the wrong purposes is a very serious matter; in some cases, Trustees may have to reimburse the charity.

2. Comply with the Institution’s governing document and the law

You and your co-Trustees must:

  • make sure the Institution complies with its governing document
  • comply with charity law requirements and other laws that apply to the Institution.

You should find out about legal requirements, for example by reading guidance or taking advice when you need it. Registered charities must keep their details on the register up to date and ensure that they send the right financial and other information to the Charity Commission in their annual return or annual update.

3. Act in the Institution’s best interests

As a Trustee, you must:

  • do what you and your co-Trustees (and no one else) decide will best enable the Institution to carry out its purposes
  • with your co-Trustees, make balanced and adequately informed decisions, thinking about the long term as well as the short term
  • avoid putting yourself in a position where your duty to the Institution conflicts with your personal interests or loyalty to any other person or body
  • not receive any benefit from the Institution unless it is properly authorised and is clearly in the Institution’s interests; this also includes anyone who is financially connected to you, such as a partner.

4. Manage your charity’s resources responsibly

You must act responsibly, reasonably and honestly. This is sometimes called the duty of prudence. Prudence is about exercising sound judgement. You and your co-trustees must:

  • make sure the charity’s assets are only used to support its purposes
  • not take inappropriate risks with the charity’s assets or reputation
  • not over-commit the charity
  • take special care when investing or borrowing
  • comply with any restrictions on spending funds.

You and your co-Trustees should put appropriate procedures and safeguards in place and take reasonable steps to ensure that these are followed. Otherwise you risk making the Institution vulnerable to fraud, theft or other kinds of abuse, and being in breach of your duty.

5. Act with reasonable care and skill

As a Trustee responsible for governing the Institution, you:

  • must use reasonable care and skill, making use of your skills and experience and taking appropriate advice when necessary
  • should give enough time, thought and energy to your role, for example by preparing for, attending and actively participating in all trustee meetings.

6. Ensure your charity is accountable

You and your co-Trustees must comply with statutory accounting and reporting requirements. You should also:

  • be able to demonstrate that the Institution is complying with the law, is well run and effective
  • ensure appropriate accountability to members of the Institution 
  • ensure accountability within the Institution, particularly where you delegate responsibility for particular tasks or decisions to staff or volunteers.

7. When Trustees can be personally liable

It’s extremely rare, but not impossible, for Institution trustees to be held personally liable:

  • to the Institution, if they cause a financial loss by acting improperly
  • to a third party that has a legal claim against the Institution which the Institution can’t meet.

Understanding potential liabilities will help you to protect yourself and the Institution by taking action to reduce the risk. This includes complying with your duties.

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