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THE ROYAL BRITISH LEGION (Incorporated by Royal Charter) 199 BOROUGH HIGH STREET LONDON SE1 1AA

ELECTION FOR THE BOARD OF TRUSTEES – 2016

1st September 2015

BACKGROUND

1 The tenure of three elected members of the Board of Trustees comes to an end at the close of Annual Conference 2016. Their successors are to be elected by the postal votes of Branches in accordance with Rule 8 and Governing Regulations 49 and 50 of the 2003 Royal Charter of Incorporation and Schedules, Version 10, 30 June 2015 (see paragraph 2 below). Once elected, Trustees will serve until the close of the third next meeting of Annual Conference, i.e. 2019, unless their tenure ends differently. Members of the Board of Trustees, other than the Chairman of the Women’s Section, whether elected, appointed, or a combination of both, may serve no more than three terms and one Partial Term. They may also serve one term as National Vice-Chairman, and one term as National Chairman.

NOMINATIONS

2 Only those Branches, but not sub-Branches, complying with Rule 8 of the Royal Charter of Incorporation and Schedules, Version 10, 30 June 2015 may nominate one person for the position of Legion Trustee. Nominations from Branches not compliant with the aforementioned Rule 8 will not be accepted. Nominations must be passed at a Branch meeting, not a Branch Committee meeting, by a simple majority.

3 Candidates must be paid up Members, or Life Members, of the Legion and willing to be nominated for the position of Legion Trustee. The Board of Trustees welcomes applications from all suitably qualified persons regardless of their race, sex, disability, religion/belief, sexual orientation or age.

4 The job description for Legion Trustees is attached. Branches are asked to study this very carefully before considering nominating a candidate. The Legion is a large, complex and multi-faceted organisation: Branches, therefore, are advised not to nominate a candidate unless it is certain that the proposed nominee has all of the attributes required to carry out the very onerous duties involved in this high profile position.

5 Nominations are to be submitted on the attached nomination form to reach the Director General at Head Office not later than 5pm on Friday, 22nd January 2016. Nominations received after this date will not be considered.

1 6 Each nomination must be accompanied by:

 The written consent of the nominee and a signed declaration of legal compliance to be a charity trustee;  Evidence that the nominee is a Life Member, or a paid up Member, of the Legion;  Curriculum Vitae (see below); and  A recent, passport-style photograph of the nominee.

7 Nominees will be invited to Haig House on Wednesday 27th January 2016 to attend a briefing on the role of a trustee.

CANVASSING

8 No canvassing, either direct or indirect, shall be permitted for election to the Board of Trustees. However, in the event that an election shall be held, a curriculum vitae (including a personal statement) shall be promulgated by the Director General in accordance with the instructions contained in this Circular.

CURRICULUM VITAE (CV)

9 In order to give candidates the opportunity to express themselves in their preferred manner, there is no longer a standard format for a CV. However, it remains a requirement for the CV to be accompanied by a recent, passport-style photograph of the candidate.

10 In constructing their CV, candidates should consider what would most help the decision of those voting. Suggested items for inclusion in CVs are:

 Name, contact telephone number and email address;  Age;  Career history, including relevant professional experience and qualifications;  Legion specific experience (e.g., management, welfare, fundraising, etc.); and  A personal statement outlining what the candidate would bring to the position, and what they hope to achieve during their tenure.

11 CVs will not be edited prior to dissemination, but candidates may be asked to make alterations which they may accept or decline.

GENERAL

12 Candidates are requested to inform their County/District Committee of their nomination so that their position is known.

13 Nominations without the required information, and/or not made on the attached nomination form, will also not be accepted; rather, they will be returned to the Branches which submitted them.

2 14 If there are only three nominations for the Board of Trustees, those three candidates will be considered elected. Formations will be informed if that is the case.

15 Where there are more than three candidates, an election, as outlined below, will be held.

ELECTION

16 Where an election is to be held, the Director General will arrange for ballot papers for all valid nominations, the CVs of the candidates and any other relevant material to be issued by the Electoral Reform Services (ERS) to Branches complying with Rule 8 of the Royal Charter of Incorporation and Schedules, Version 10, dated 30 June 2015, not later than Monday, 15th February 2016.

17 A Branch Meeting, but not a Branch Committee Meeting, is to consider the candidates. The Chairman of the Branch Meeting is to complete and mark with a cross (X) on the ballot paper up to three candidates and return them to the ERS, using the envelope provided for that purpose, to arrive not later than 5pm, Tuesday 5th April 2016. Ballot papers arriving after that time, or sent to Haig House, or completed incorrectly, will not be included in the ballot.

18 The counting of the ballots will be carried out by the ERS. The candidates receiving the first, second and third highest number of votes will be elected. In the event of a tie, the election will be decided by lot. The result of the election will be announced by the Director General.

19 The timetable for these elections is attached.

20 Queries concerning this Circular should be directed in writing to the Head of Governance and Administration (Allan Burgin) at Haig House.

With the compliments of the Director General

Distribution:

Branch Secretaries (not sub-Branches) (by email by Membership Support Officers and Volunteer County Secretaries to their Branch Secretaries) Board of Trustees (by email) Membership Council (by email) County and District Chairmen (by email) Membership Support Officers and Volunteer County Secretaries (by email) The Royal British Legion Web Site, MyLegion and Office 365

3 JOB DESCRIPTION AND TERMS OF REFERENCE FOR ROYAL BRITISH LEGION TRUSTEES (APPROVED BY THE BOARD OF TRUSTEES ON 24 TH OCTOBER 2013)

1 Trustees’ General Responsibilities

 Trustees have legal duties and responsibilities. They must give the time, effort and understanding to fulfil them;

 Trustees are responsible for the management, administration, governance and probity of the charity. They cannot delegate their responsibilities;

 Trustees must always act in the best interests of the charity. They must not gain financial or other benefit from holding Trustee Office, and must conduct themselves in a way that does not damage the charity;

 Trustees take decisions together and are then collectively responsible for their implementation; and

 Trustees must exercise the appropriate levels of care and skill in carrying out their duties, particularly if they have special knowledge, experience or qualifications.

2 The Royal British Legion (TRBL) Trustees - Terms of Reference

 To be responsible for the success and continuation of TRBL for the benefit of current and future beneficiaries;

 To exercise the appropriate level of care and skill in carrying out their duties (Trustee Act 2000);

 Ensure that TRBL has a clear vision, mission and strategic direction which are understood by Trustees, the Executive Board, Members and the general public, and that TRBL embraces a clear vision, mission and strategy;

 Delegate responsibility for the day-to-day running of TRBL to the Director General and the Executive Board within a clearly defined decision-making and reporting structure. The Executive Board’s Terms of Reference will be approved by the Board of Trustees;

 Be responsible for the performance of TRBL and for its corporate behaviour, and ensure that appropriate control and reporting systems are in place to measure that performance;

 Be the guardian of TRBL’s assets, both tangible and intangible, taking all due care over their security and use;

 Ensure that TRBL complies with all legal and regulatory requirements and that its corporate governance is maintained at the highest possible standard; and

 Ensure that TRBL acts within the terms of the Royal Charter of Incorporation and Schedules.

3 Induction and Training

 Trustees must undertake induction and training in order to fully understand their role and responsibilities and the workings of TRBL.

4 4 Committees

 The Board of Trustees can delegate certain detailed or specialist functions to committees whilst retaining ultimate responsibility through appropriate reporting systems. The Terms of Reference of all committees will be approved by the Board of Trustees.

 The key standing committees of the Board of Trustees are:

1. Audit; 2. Conference; 3. Governance; 4. Finance; and 5. Membership Council.

5 Meetings

 As agreed by the Board of Trustees, but not less than quarterly. The Chairman of the Legion or, in his absence the Vice-Chairman, must be the Chairman of the Board. If both are absent, the Chair may be taken by any other member of the Board elected by those present at the meeting and entitled to vote.

6 Annual Conference

 Trustees are expected to attend Annual Conference.

7 Festival of Remembrance and the Cenotaph Parade

 Trustees will be invited to attend the Festival of Remembrance, and to take part in the Cenotaph Parade.

8 Time Commitment

 Trustees must be prepared to give sufficient time to carry out their duties properly and diligently.

9 Conflicts of Interest

 Trustees shall not hold office at County/District or Branch level. Any possible conflict of interest must be declared and the Board’s interests must always prevail.

10 Chairman of Trustees

 In addition to the responsibilities outlined above, the Chairman of Trustees is responsible for chairing the meetings of the Board of Trustees. He or she will need the skill and experience to guide the Board, and will require considerable knowledge of all aspects of the Legion’s activities. The Chairman represents the Legion nationally and internationally, and candidates must have the presence and ability to carry out this role effectively, and in a way which enhances the reputation of the organisation. The Chairman will need to be aware that anything he/she says in this role will be taken as indicative of Legion views and policy. He or she must, therefore, ensure that messages are accurate and clear, and that the Legion’s position is not misrepresented. The Chairman will need to work constructively with representatives of other organisations concerned with the welfare of the Armed Forces community, and will need the ability to build and maintain effective relationships at all levels.

 This can be a physically and mentally demanding role, involving extensive national and international travel, and candidates will need to ensure they have the time, physical fitness 5 and good health to undertake it. This does not exclude candidates with disabilities who are physically and mentally fit.

11 Vice-Chairman of Trustees

 The Vice-Chairman of Trustees is responsible for assisting the Chairman in his duties and deputising for him as required. In addition to the responsibilities outlined above, he or she will need to be able to react quickly to requests from the Chairman to undertake specific projects, chair ad hoc committees, or present reports to meetings of the Board of Trustees.

 This can be a physically and mentally demanding role, involving national and international travel, and candidates will need to ensure they have the time, physical fitness and good health to undertake it. This does not exclude candidates with disabilities who are physically and mentally fit.

12 Chairman of the Audit Committee

 In addition to the responsibilities above, the Chairman of the Audit Committee has delegated responsibility from the Board of Trustees for overseeing the evaluation of systems relating to the Legion’s finances. This role requires a qualified accountant. In addition to this responsibility, the Chairman of the Audit Committee, through the Director General and Head of Internal Audit, will evaluate whether there are appropriate controls in place to monitor both financial and non-financial risk management, and to comply with the law, accounting and good practice, and to report areas of concern to the Board of Trustees as necessary.

13 Appraisal

 All Trustees will be subject to individual and collective annual appraisals.

14 Terms of Office

 Trustees are elected or appointed for 3 years and, subject to appraisal, can be re-elected or re-appointed for a maximum of 9 years.

15 Expenses

 Trustees will receive reasonable, out-of-pocket expenses.

16 Indemnities for Trustees

 Trustees on Legion duty are covered for employer’s liability, public liability, personal liability, personal accident, overseas business travel, fidelity guarantee, libel and professional indemnity, and pension fund trustees’ liability. Details of these are held by the Head of Governance and Administration.

17 Retirement, Resignation or Dismissal of Trustees

 TRBL values the commitment and input of all Trustees but recognises that there will be circumstances when the relationship between the Legion and a Trustee must come to an end. The following circumstances will make the role of Trustee untenable:- (a) Written notice of resignation;

(b) Bankruptcy or insolvency;

(c) Unsatisfactory level of clearance being received following a CRB or screening application; 6 (d) Becoming incapable for medical reasons of fulfilling the duties of a Charity Trustee;

(e) Being directly or indirectly interested in any contract linked to the Legion’s activities and failing to declare that interest;

(f) Absent from 3 consecutive Board meetings without the Chairman’s prior approval in advance of each meeting;

(g) Death; and

(h) The Chairman of Trustees reserves the right to ask a Trustee to step down from Office if there is an evident conflict with the Legion’s mission, values and objectives, or where there is failure to accept majority decisions.