Volleyball England AGM 2023: Your questions answered

It is an important date at which members vote on key matters and ask questions directly to the Board. Some members have taken the opportunity to ask questions in advance.

Full answers to those questions can be found below:

1. Why has the Board failed to comply with the Sport England Governance Code and produce/publish and share with members a People Plan in the last three years?

We have clearly articulated plans in relation to personal development for our staff, learning and development across for the Volleyball workforce and thematic training opportunities.

To strengthen and centralise these efforts, we are currently working through a series of member consultation events (the Big Conversation) which will lead to a ‘People Plan’ being communicated before the end of March 2024.

Sport England are in full support of our transition timelines, and we are not at risk of failing to comply with the Governance Code or lose funding as a result.

2. Why has the Board failed to comply with the Sport England Governance Code produce/publish a Director’s Code of Conduct in the last three years.

We have a board code of conduct and in line with our articles, we undertake annual performance reviews with all board members. We are therefore in compliance with the Sport England’s Governance Code.

3. Why has the Board failed to comply with the Sport England Governance Code and produce/publish a Conflict of Interest policy in the last three years?

We have a conflict-of-interest policy, the board also complete annual conflict of interest forms as part of our yearly audit. Finally, conflicts of interest are declared and minuted at the start of every board meeting.

We are therefore in compliance with the Sport England’s Governance Code.

4. Will the Board confirm whether they discussed and agreed that the Chair’s company could tender for a Volleyball England contract and when that discussion took place?

No such tender took place during the 2022-23 financial year. Prior to this date, all tenders were undertaken in accordance with our relevant processes and conflicts of interest are disclosed and managed throughout the contracts.

5. Will the Board before the AGM replace the Framework version on the website with previously approved Framework of April 2021.

6. Will the Board website before the AGM replace the Succession Policy on the with  previously approved Framework of April 2021.

Collective response to questions 5 and 6.

Under General Authority Article 28.2, it states ‘The Board has the power to adopt, make, alter, add to or reduce rules, regulations, bye laws, policies and procedures for the carrying out of the objects of the Association, the administration of the Association and for the observance by Members, including without limitation by producing and amending the Framework document from time to time.’

Changes therefore to either the Framework document and/or our policies (including the succession policy) that support our operational output do not require AGM approval.

7. There was no advertisement for Elected Directors. This breached Article 31. Would the Board explain the legal basis for not implementing the requirement of Art 31.3 to advertise?

In accordance with our articles, we have conducted internal and external (article 28.5) reviews of the board and our delegated authority groups. As part of the review, a skills/experience mapping exercise was undertaken to ensure that we have a board that is in full support of and actively contributing towards achieving our strategic aims. The review clearly showed that we have a good breadth of knowledge and experience in our current board members with no significant gaps that would require the need to recruit additional members.

In line with the above and in accordance with section 32 of our Articles (Terms of Office), we do not have any board members who have reached their maximum term of office and therefore following the above mentioned review and of course receiving formal confirmation from the board members in question that they wish to continue, we don’t have any board vacancies that would have required the need to seek applications/conduct a recruitment process.

Through our Nominations Committee, recommendations were made and subsequently approved by the board for the three Independent Directors to continue into their respective next terms and for Brendan Fogarty to be recommended for re-election at the Annual General Meeting.

8. Can you clarify if the meeting scheduled for July 22nd is physical attendance or can be done through virtual means.

You can attend the AGM in person or watch via the Volleyball England YouTube channel.

Please note that there is no provision currently for virtual voting or questions as our articles do not permit this. This is however a change that we have proposed as a special resolution/change to our articles for future General Meetings to permit this if that resolution is passed.

9. If the Board has been able to operate with a reduced number, why is it wishing to change the concept of Elected Directors?

Volleyball England’s articles currently provide for four independent directors and eight elected directors. The proposed change will ensure at least 1/3 of the directors are elected and at least a 1/3 are independent – giving an overall a mix on the board of the right skills and experience which – of course – changes over time.

Critically, both independent and elected board members are selected using an open recruitment process and based on experience and a required skills set. Under the new process, the organisation will be obliged to consider the volleyball experience of the Board to ensure there is always the right mix.

By changing from a rigid split of four and eight respectively to at least 1/3 of each type of director (and the remaining 1/3 being drawn accordingly), Volleyball England is keen to maximise the skills and expertise on the board and also keep up with good governance practice. It is not envisaged this would reduce the volleyball experience on the board and, in fact, obliges the organisation to ensure the overall volleyball experience on the Board remains.

10. Will the Board agree that once the Minutes of the previous meeting have been approved that they will publish them on the web within seven days including all those that have not been published?

All minutes from board meetings are published on the Volleyball England website here. Previous meeting minutes are approved as the first item of business at the following board meeting.

We will endeavour to have minutes uploaded to the website in a timely fashion following their approval.

11. From the VE website news article - “Volleyball England would strongly urge clubs to vote in favour of all resolutions as they important to the future health and funding of the sport.” Have Sport England said that if the changes to the articles are not approved, they will withdraw next year’s funding?

Our proposed resolution changes are in response to the ever-changing environment and world that we operate within. The changes would allow us to be more flexible and agile to ensure we operate as efficiently and effectively as possible.

We have discussed the updates with Sport England following the independent investigation carried out last year and they are supportive of the changes and have confirmed that the changes are compliant with the Code (in line with their letter we shared last year). We are a System Partner to Sport England (meaning we have a forward 5-year funding plan) as part of which we are expected to demonstrate strong governance and integrity. Therefore, it is important that we continue to evolve and show learnings from the previous investigation by implementing relevant changes discussed with Sport England.

12. Your proposed article “30.1.1. At least one third of the total number of Directors (rounded up) shall be Independent Appointed Directors; and” -I believe the Sport England code of Governance only requires “1.12 At least 25% of the Board shall be Independent Non-Executive Directors.” Is this correct?

13. You have said that you must follow the letter of the articles; Our current articles require a board composition of a maximum board of 12 with 4 appointed and 8 elected. I understand that under your proposal this could be reversed with a board of 12; with 8 appointed and 4 elected? If am wrong, please identify the article which ensures a majority of elected directors is guaranteed?

14. “31.5 In considering the skills and diversity required of the Board when considering appointment of Directors, the Nominations Committee shall take into account the Volleyball knowledge, skills and experience of the Board as a whole. Nothing in this article shall require every Director to have knowledge, skills or experience of Volleyball.” From this, if the nominations committee decide that no volleyball experience of any director is required then this would be compliant with this article? If not, please identify the article which outlines the minimum volleyball experience is guaranteed?

Collective response to questions 12, 13 and 14

Volleyball England’s articles currently provide for four independent directors and eight elected directors. The proposed change will ensure at least 1/3 of the directors are elected and at least a 1/3 are independent – giving an overall a mix on the board of the right skills and experience which – of course – changes over time.

An Independent board member is a person appointed to the board that has not previously worked for Volleyball England or held a senior position in our volunteer base. Therefore, they are ‘independent'. Independent board members can be drawn from the volleyball community and/or from wider backgrounds to ensure there is diversity of thought on the board.

An elected board member is a person voted into post by the membership at an AGM following recommendation by Volleyball England, based on their skills. They could have previously been connected to Volleyball England (e.g. worked there, or held a senior position in its volunteer base) but this is not a requirement. Elected members are typically drawn from the volleyball community – but there is no requirement on the level of volleyball experience they have.

Critically, both independent and elected board members are selected using an open recruitment process and based on experience and a required skills set. Under the new process, the organisation will be obliged to consider the volleyball experience of the Board to ensure there is always the right mix.

By changing from a rigid split of four and eight respectively to at least 1/3 of each type of director (and the remaining 1/3 being drawn accordingly), Volleyball England is keen to maximise the skills and expertise on the board and also keep up with good governance practice. It is not envisaged this would reduce the volleyball experience on the board and, in fact, obliges the organisation to ensure the overall volleyball experience on the Board remains.

You are correct that the code has a minimum requirement of at least 25% Independent directors. The code guidance states ‘In some organisations, all or the majority of the Board is independent, and for others there may be good reasons for not adopting this model. Given the value independence brings, Boards with or just exceeding the minimum 25% are encouraged, as good practice, to review periodically, and consider with serious intent, whether this percentage should be increased for their organisation.’

The changes here are proposed to address the concerns raised that year that an 'Elected Director' could easily be a member of a Club but not actually have any volleyball knowledge as it is a point in time test (e.g. an individual joins a club/attends one training session) and meets the test.

Therefore, whilst maintaining compliance with the code we have adapted to ensure that this loophole is closed off.

We would also note:

· All directors (which include those on NomsCom) have a statutory duty to act in the best interests of the company.

· Therefore, they will need to address volleyball knowledge in that context and ensure there is sufficient volleyball knowledge across the Board to appropriately govern the sport.

· Both Independent and Elected Directors can have volleyball knowledge (and indeed many Independent Directors do have significant volleyball experience today).

· Elected Directors will still be put to the vote at the AGM.

· Under the current articles the Board has a max size of 12 and a quorum of 4. Therefore, there's a potential there could just be 4 Independent Directors in theory. Again the proposed amendments cover this loop hole off by ensuring there's always a 1/3 and 1/3.

15. In a number of places in the AGM notice you refer to Management Accounts, the articles require the “full statement of accounts”, I am assuming this is a typo? Sport England code of Governance requires Annual accounts that comply with legal requirements and recognised accounting standards, management accounts do not meet those criteria.

16. Our current articles “20.3.1. to receive from the Directors a full statement of account;” This has historically meant the accounts in the format that are submitted to companies’ house. I am led to believe there is no legal requirement to present these, it is currently a requirement under the VE articles. At 2020 AGM there was an agreement for draft statement of accounts alongside the draft audit comments. Whilst I strongly support the presentation of meaningful management accounts, it MUST be accompanied by the company accounts and at least the draft audit comments (in full). Without this information being sent with the notice of the AGM how can the membership be expected to ask meaningful questions and vote on item 1 of the agenda?

Collective answer to questions 15 and 16

As agreed at the 2020 AGM by the membership, Draft Management Accounts and the auditor's draft report will be available before the AGM in appendix 4 of the Volleyball England Notice of AGM pack.

Attendees will therefore get the chance to ask any questions that they may have.

This process is compliant with the Sport England’s Governance code.

You are correct under 5.5 of the Code that full accounts are required, and these must be published on our website (and, indeed, at Companies House). This is done annually in line with the statutory timetable and separate to the AGM process.

17. Where can I find the paperwork for the AGM.

 Please click here for the document pack.