BLOW BY BLOW of the Special Meeting
Reflections on the Special Meeting:
“It was the best of times, it was the worst of times, it was the age of wisdom, it was the age of foolishness, it was the epoch of belief, it was the epoch of incredulity, it was the season of Light, it was the season of Darkness, it was the spring of hope, it was the winter of despair, we had everything before us, we had nothing before us, we were all going direct to Heaven, we were all going direct the other way …”
I’ve never been a fan of Dickens, having fallen foul of Great Expectations at O-Level. But the opening paragraph from a Tale of Two Cities seems to be quite apposite to describe what transpired on Monday night.
The Special Meeting took place in the Great Hall of the Institution of Civil Engineers, such was the level of interest that the IMechE couldn’t accommodate the numbers. 400 places were set, and an overflow next door in another lecture room; video cameras were in place to record proceedings and support the drafting of matters of record.
Some members made a considerable effort to get there, coming from Hong Kong, and Australia as well as all corners of the UK, just for the meeting. Nobody was there without good cause.
Carolyn Griffiths, President, chaired, set out the agenda, asking members to focus on the motions on the table only, then took points of order from the floor. This took about 25 minutes, including a consultation with the legal advisors, Bristows. Whilst this seems dull, actually, it’s really important, more later. The sensible decision to continue with the meeting and allow members to contribute and challenge was made, with the vote, but subject to resolution of these queries.
The President then asked the supporters of each of the motions to present their arguments in support. Geoff Baker, President-elect, spoke for Motion 1; Brian Kent, Andrew Ives, Patrick Kniveton and Christopher Simpson spoke for Motions 2-6. Questions from the floor came from a variety of sources, with a variety of views, eloquently put on the whole.
The @mechengmatters Twitter Feed delivered a blow-by-blow account live; many points were made, passionately, indicating the depth of feeling accompanied by the years of commitment to improving the world through engineering. These were not lightweights, up for a dust-up, but substantial, intelligent, and above all, frustrated people, who considered that the governance arrangements are not fit for purpose, that there are significant concerns about the leadership, the commercial strategy, the finances and the veracity of the accounts over a long term. Whilst the apparent failure of due diligence around Amber Train was not accepted by the CEO, a number of people did not accept his explanation that the fraud could not have been identified before acquisition; this was just one example of a number that the members challenged with. Some jeered at that point.
The Hon. Treasurer confirmed his view that the extent of disquiet and speculation around the finances meant that a financial review was merited; this is also stated by IMechE on the IMechE Group of Linked-in. The Trustees made a number of promises to review the governance as well, they should be encouraged and supported in doing so, particularly around ensuring that the governance mechanisms and processes are fit for purpose.
The votes were cast and counted by Electoral Reform Society, whilst members waited in various nearby locations. Very different results were obtained from the members there in person and those voting by proxy (see table below). Considering the extent to which the communications to the members were not facilitated by the IMechE, which created an imbalance in the information available (one of the points of order challenges), the results were incredibly close on all bar Motion 3 (financial review).
A number of points of order were raised, about the design of the proxy form (there was no option to abstain), the inclusion of a recommendation from the Trustees, voting was encouraged before both arguments for and against had been published, the IMechE directed members to give their proxy to the President Elect while he was subject to one of the motions of no-confidence and rather than the President or any person of choice, and some people may not have received sufficient time and access to vote. These are the challenges holding up announcement of the vote.
So where does this leave us? The Institution is clearly still in a constitutional crisis: nearly 50% of its members voted for significant changes in governance and leadership. It would not be credible if the three people who were subject of the motions of no confidence considered this to be a ringing endorsement of their ongoing tenure and fitness to serve: nearly 50% of the members who voted in each case considered that they had sufficient doubt in their integrity, capability and capacity to vote that they had no confidence in them; it is not a small minority of people with a grudge of some sort, but a significant proportion of people who consider that the IMechE needs to come back towards its members, not progress to becoming a corporation for its own sake; it is the Institution’s best allies and supporters who feel angered by the series of events. That opinion is unprecedented in the annals of the IMechE.
The framing of the Terms of Reference and the remit for the financial review are very important, and should be subject to Council members’ engagement during development, and sign-off before proceeding; the review should be truly independent.
The Trustees should hold the CEO to account for the performance of all aspects of the Institution’s performance, restore their own credibility, and direct the executive as to what it should be doing; how the Trustees address Motions 2 and 3 is critical to restoring confidence and trust.
The Trustees should challenge the CEO about whether his approach has worked in the past and whether it can work in the future: his approach to leadership and engagement has lead us to the Special Meeting; it is clear from the vote results that he has lost nearly half the active members; he was utterly unable to persuade members in direct conversation with them. It will be a huge challenge for him to adapt to lead through the changes necessary to get the IMechE back on track.