If you think about it, what exactly are professional bodies trying to achieve in the world? On the one hand they are seeking to protect the public by ensuring their members offer a quality service and, on the other hand they want to protect the reputation of the profession. Unfortunately, this immediately sets up a tension between two potentially conflicting objectives that needs to be held in balance.
Translating that into the internal governance context means on the one hand, balancing the legal duties of trustees / board members with the rights of members on the other hand. Again, it can be seen that there are two potentially conflicting objectives.
In my book The Professional Lay Member: An Exploration of the Role and Practical Guidance recently published by PARN, I identified further points that are in tension; where the judgement of a lay member / professional body is required to achieve the right balance, including those listed in the chart below:
|Corporate responsibility||Forming an independent opinion|
|Robust challenge||Respectful / professional|
|Police officer||Enabler / adding value|
|Same type of experience / personalities||Diverse individuals|
|Cross-fertilisation, experience and useful contacts from several roles||Conflicts of interest or loyalty from other roles|
|Mentoring individuals||To the extent that it is for the benefit of the organisation overall or advising the board as a whole|
|Significant level of remuneration||Dependency on the job for income|
|Insider, part of the organisation’s governance||Outsider, external / user perspective|
|Influencing the board||Independent advice|
|Appointed by stakeholder||Stakeholder perspective not representative|
|Acting as chair or vice chair||Freedom to be critical or persuasive|
|Years of experience||Too long in the role|
|Informal discussions to release deadlocks||Correct decision-making procedures|
|Providing a process for claims against members||Supporting members when claims are made against them|
I also found that:
- although there are complex reasons for failure of governance, a competent lay member is key to the mitigation of that risk.
- professional bodies are a special case because, in addition to the usual range of stakeholders, the membership is a discrete cadre with defined rights, responsibilities and a complex relationship with the professional body which can give rise to tensions
It is the risk of reputational damage whether from internal or external factors that can have a significant negative impact, where attention needs to be focused. Sadly, the media like nothing more than the opportunity to point out a professional failing that has caused suffering or tragedy such as a personal interest story that can be exploited as a cause célèbre.
You cannot anticipate every eventuality, but it is in the avoidance and handling of these situations that a lay member can make an effective contribution. To interpret the technical world of the organisation by providing context for the board to understand the implications of their decisions in the outside world; lay members reflect society’s expectation of professional behaviour.
Lay members, by virtue of their independent status, can contribute in situations where there is a need to introduce neutrality, or to put some distance between the place where the decision is made and the people who will be affected by it. This can apply internally and externally: for example, between the organisation and the public, e.g. complaints or on employment and disciplinary panels, or between board members and staff such as on a remuneration committee. This is the special space for the lay member to claim and use.
So what exactly is a lay member and what do they actually do?
A lay member is someone who serves on a board of an organisation that furthers the interests of a particular profession and, not being a member of that profession, brings an outside, independent and ethical perspective to enhance its governance. An effective lay member forms an independent opinion and acts on it.
To whom do lay members owe their loyalty? They are not appointed to represent particular service users or stakeholders, but may bring their viewpoint when making up their own mind. They owe their first loyalty to the organisation and the people it exists to serve.
Lay members are therefore part of the structure for effective governance and they make a valuable contribution to their organisations. This is usually in a regulatory context, but they have the potential to do much more. My book offers suggestions to reflect on how lay members can make these value-added contributions. My book provides an understanding of what a lay member is and how to be effective in the role in a practical way. Information is provided in a variety of formats including photographs, stories and diagrams for readers to choose what works best when considering alternative approaches to the situations faced by lay members.
You will see how the lay member’s outsider status confers an independence that empowers them to make a unique contribution to the organisation’s mission and, entitles them to be a professional in their own right. This book is part of the process of professionalisation of lay members.
 The Governance Institute’s report looked at ways charities can identify early warning signs. ‘Red flags’ for membership charities includes, ‘the rights of members must be balanced with the legal duties of trustees‘. The report, Cultural markers: Assessing, measuring and improving culture in the charitable sector was published by the ICSA in May 2017 and is free to download.
Stephen Ross, Governance Consultant
Stephen Ross is a professional independent member and governance consultant. A qualified charity accountant with a Master’s degree in charity management and Fellow of the Chartered Insurance Institute, Stephen works with schools and colleges, local government, charitable foundations and professional bodies to promote their effective governance.
Want to read more on lay membership? PARN members can access Stephen Ross’s book, The Professional Lay Member: An Exploration of the Role and Practical Guidance, for free on the Members Area or order a free hard copy for a limited period!
We’re also running a training course for lay members this autumn! Book your place on our website.