GOVERNANCE REVIEW

TERMS OF REFERENCE

October 2018

Improving the world through engineering

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IMECHE GOVERNANCE REVIEW

Governance Review team

The team to undertake the Governance Review will be:
Chair, Dr Mike Howse
Trustee Board members, President Elect Ian Joesbury and Giles Hartill
Requisitioner, Andrew Ives
Council Members, Kerry Mashford and Rupert Blackstone

The Governance Review team will be led by Dr Mike Howse and a short biography of his career is given below. He has
wide experience at senior management level in industrial, academic and professional engineering bodies, including full
depth governance reviews for the Royal Academy of Engineering and the Engineering Technology Board.

The team may identify the need for additional expert external resource in specific areas and this will be provided as
necessary. The Review team will be provided with clerical and administration support.

Mike Howse was the main board Director, Engineering and Technology
at Rolls-Royce plc from 2001 to 2005. He joined Rolls Royce in 1968,
following a PhD at Reading University, and initially worked in the
research and development laboratories, conducting research into
materials and aero-elasticity.

His subsequent roles at Rolls-Royce included Head of Advanced

Engineering, Director of Engineering - Defence and Director of
Engineering - Civil Aerospace, overseeing a wide range of in-service
engines and the introduction of many new Trent engines and other
variants. Mike continued to be a consultant to Rolls-Royce until 2016
and has advised a number of other engineering companies.

He has been a member of a number of Government advisory bodies on

science, technology and innovation including the TSB, DSAC and
Foresight. Mike is a Chartered Engineer, a Fellow of the Institution of
Mechanical Engineers, the Institute of Physics, the Royal Aeronautical
Society and the Royal Academy of Engineering. He is a Visiting
Professor at Cranfield University.
Chair: Dr Mike Howse, CBE FREng
FIMechE In various roles, Mike has served a number of charitable bodies including
the Royal Academy of Engineering and the Engineering Technology
Board where he was involved in full depth governance reviews. He was
awarded the OBE in 2000 for services to aerospace and a CBE in 2011
for services to engineering. Mike has received several awards and
medals.

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TERMS OF REFERENCE

1. Purpose
To ensure that the Institution’s governance provides a framework within which the Institution Trustees transparently lead the
Institution’s membership and employees in the achievement of its charitable objectives and reflects the requirements of the
Charity Commission and other relevant legislation such as Company Law.

The governance of the Institution has not been reviewed in depth since the major changes that took place in 2002. Since then,
the Institution and particularly its environment has changed significantly:

• The Institution is larger, more complex and carries an increased and more diverse range of activities.
• The subsidiary trading company and other ancillary activities has significantly increased without clear governance
changes to reflect current best practice.
• The need to involve members, branches, regions, specialist groups and advisory committees in activities, strategy
formulation and statutory decisions has changed and this wider participation is of growing importance.
• Failures in the commercial and charitable sectors have given rise to new regulations and best practice for corporate
governance particularly with regard to finance.
• There is an evolving body of guidance on good governance from the Charity Commission and other bodies.

The charitable objective of the Institution is to promote the development of Mechanical Engineering in order to benefit “the
general public / mankind” as detailed in the Royal Charter. In recognition of this objective the principal aim of the Review will
be to examine the current governance mechanisms of the Institution, and also the extent of compliance with these mechanisms,
and then to consider alternative models of organisational governance. A draft report will go to Council to enable feedback from
the wider membership, with the final report being submitted to Trustee Board containing recommendations for improvement on
the current governance structure, including any amendments to By-laws and regulations. The objective will be to ensure a
governance structure that operates effectively, now and in the future, in pursuance of the Institution’s charitable objectives with
the support of the wider membership.

2. Scope
The Review will be wide ranging and make recommendations following an examination of:

• The Institution’s objectives as defined in the Charter, Statutes and Regulations and identify where these need to be
amended or updated.
• The role of Trustees and the means of delivery of their role.
• The composition (including number) and election of Trustees that takes into account maintaining the broad UK and
International membership engagement, diversity and trust in the regulating body.
• The composition (including number) and election of Council that takes into account the balance between elected
members and Division, Group and Region Chairs in maintaining the broad UK and International membership
engagement, diversity and trust in the governing body.
• The composition of the Audit and Risk Committee, including quorate requirements, chairmanship and mandatory
attendance requirements.
• The formulation of a written statement of the skills and experience required in the cohort of Trustees.
• The arrangements for supplementing membership of the Trustee Board with members and non-members of the
Institution who are experts in areas where skill gaps exist.
• Conduct and frequency of Trustee Board meetings.
• The division of roles and responsibilities between the Institution’s Trustees and the Institution’s senior staff,
particularly between the President and the Chief Executive.
• The responsibilities and reporting lines of the Chief Executive.
• The existing guidelines for values and behaviours, including between volunteers and between volunteers and staff.
• The existing arrangements for volunteer development of members, in addition to professional development.
• The governance of the financial affairs of the Institution, including reporting of subsidiary performance and
responsibility for interventions.
• The governance of strategy and policy formulation and its implementation.
• The need and operation of standing committees and advisory committees and their relationship to the Trustee Board
and Council.

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 • The role of the Council and the role of the specialist groups and the means of delivery of their role.
• The structure of Boards, Groups, Divisions and Regions and associated feedback mechanisms.
• The role and terms of reference of Past Presidents.
• The structural interface arrangements for effective communication between the membership and also with the staff.
• The governance of the subsidiary trading companies, including the revision of the By-laws to ensure fit for purpose
management arrangements are implemented. Clarity of the role of the Institution’s Trustees in these areas.
• Approvals process and management control of large investment projects.
• Training and induction for new Trustees.
• Conflicts of interest policy and processes, including membership of subordinate committees.
• Compliance with best practice in governance, including Code of Conduct and ethics requirements.
• Compliance with recent Charities Act and Company Law.

3. Timescale
An interim report should be targeted for completion by the mid-March 2019. The final report, which will need to be
integrated with the emerging conclusions of the Finance Review, should be targeted for the end of April 2019.

4. Conduct
How the Review is carried out should be decided by the group, although guidance on how they consult may be necessary.
The work of the panel is to be carried out in a non-partisan fashion. It will be important that the Governance Review team
takes account of the conclusions of the Finance Review as they emerge. The need (or not) for changes to the Statutes and
Regulation will largely determine the implementation timescale.

17 OCTOBER 2018