A scheduled meeting of the Board was held on 1 April (10:00 until 13:30). Because of the restrictions arising from the Covid-19 situation, this was held as a virtual meeting with a restricted agenda. Prior to this, additional one-hour virtual meetings had been held on the evenings of 26 March and 30 March in order to progress consideration of key issues relating to financial and human resources.
All current directors participated in the three meetings: for the latter two meetings we were at our full complement of 12 directors, having welcomed Jon Punshon and Chris Stone to their first meeting on 30 March as newly appointed Council-nominated directors. It was agreed that Chris would be the lead director on membership engagement, with other additions to director roles to be determined later.
The main matters covered were as follows:
a. Management of the BMC in the context of Covid-19: This discussion comprised the main part of the meeting, addressing further the issues that had been identified during the two earlier meetings of 26 and 30 March. The main adverse impacts identified for the BMC are the loss of income streams from travel insurance and also from membership subscriptions that derive from that and from participation in mountain training awards. There is an added risk that, in the context of the Covid-19 constraints on access to the outdoors and postponement of the Olympics, the in-flow of new members won’t be sufficient to balance the typical annual out-flow of members. The Board’s assessment of these combined impacts is such that the BMC, like many organisations in the sector, needs to use the government-supported “furlough” arrangements to reduce its payroll costs in the short term and therefore the Board approved the basis on which these arrangements should be implemented. The Board is clear that the BMC has a key role to fulfil in these challenging times, including in supporting members and clubs and in promoting and championing the sector as it finds its way through and out of the challenging circumstances deriving from Covid-19. The Board’s steer in relation to “furloughing” decisions are based on retaining staff capacity to fulfil these priorities and to maintain an emphasis on sustained member engagement. The flexibility and assurances provided by Sport England in relation to deployment of its grant funding were noted and appreciated. Further modelling of financial scenarios for 2020 and 2021 will continue and it was agreed to maintain engagement with related trusts (BMC Access & Conservation Trust and Mountain Heritage Trust) in order to develop a shared understanding of the extent to which BMC’s intended financial contribution is still viable and useful in each of these years.
b. Competition Climbing Performance Group (CCPG): The core membership of the CCPG had recently been confirmed, with Rab Carrington as Chair and Paul Davies as Vice-chair, representation from Mountaineering Scotland and the Association of British Climbing Walls and an athletes’ representative to be identified. The Board confirmed its expectation that the Group should start its work as soon as practicable through virtual meetings, so that a steer could be provided for the policy and preparatory work that can be undertaken by staff during this period when events cannot be held. The Board confirmed its views regarding the issues that needed to be addressed as priorities, ensuring a balance across the range of activities from youth competitions to talent development and support for elite athletes: these would be conveyed to the Group by the Board’s representative on it, Paul Drew. (https://www.thebmc.co.uk/competition-climbing-performance-group-cccg).
c. Annual Accounts 2019: A report was received from the Finance & Audit Committee on its review of the draft annual accounts for 2019. Whilst work on the financial information is already completed, it was noted that some further drafting detail remains to be concluded before the FAC is in a position to recommend the document for approval.
d. Appointment of Auditors: A report was received from the Finance & Audit Committee on the tender process which the Committee had run in order to appoint auditors for the financial year 2020 and onwards for a 3-year term. It was noted that, following interviews of short-listed firms, some additional information was awaited by the Committee, on receipt of which a recommendation for appointment would be made.
e. Governance Working Group (GWG): The executive summary was considered, in the context of National Council having also discussed the document at its 28 March meeting. The Board supported the Council’s view that the GWG proposals should be supported and progressed in relation to publication of General Meeting proxy votes and adjusting the membership of the Nominations Committee by adding a third independent director and appointing a further independent person with HR background. It was agreed that the question of whether persons could stand for election against a current director within their term of office was agreed to require further consideration. It was agreed that the GWG report should now be published on the website with thanks being given to the group’s chair, Jonathan White, and to all who had contributed to the GWG’s work.
f. Appointment of Independent Director: The Board received and approved the recommendation of the Nominations Committee that Matthew Bradbury be appointed to a second term of up to three years as an independent director. It was noted that Matthew has agreed to continue in the role of Senior Independent Director during at least the initial part of that period.
g. Arrangements for 2020 AGM: With support from the National Council’s meeting of 28 March, the Board proposes that in the context of the Covid-19 restrictions, a virtual AGM is held as a webinar on 13th June. In terms of the detail of the arrangements, the Board proposes a two-hour meeting starting at 3:00pm, with a core agenda that would include previous minutes, annual report and accounts for 2019; appointment of auditors and ratification of the four most recent director appointments. Further consideration will be given to whether any resolutions relating to Articles of Association are appropriate for being progressed through a virtual AGM: if there were to be such an agenda item, prior clarification would be provided for members through pre-AGM Q&As and a webinar discussion opportunity. The AGM session would also include presentations and discussion sessions on a number of currently relevant themes. It was not considered appropriate to run elections for the new Members’ Council through a virtual AGM.
h. Possible General Meeting, Autumn 2020: The Board considered whether it would be useful to hold a General Meeting in the late autumn to progress some of the matters which needed to be deferred because of being restricted to a virtual AGM in June. On balance, it was considered that uncertainties regarding the timeline to which Covid-19 restrictions would be lifted made it difficult to plan such an event and that it was best not to commit financial resources to it at this time. The next face-to-face General Meeting would therefore likely be the 2021 AGM, which is intended to be held in late April or early May 2021.
The next scheduled meetings of the Board are on 15 July, 30 September and 25 November, however additional one-hour meetings have been scheduled for 9 April, 16 April, 23 April (two hours – with agenda to include several matters intended to be covered on 1 April) and 30 April and further meetings will be arranged as necessary in order to continue to address issues arising from the Covid-19 situation. Hence the Board is meeting far more frequently than is usual.
Gareth Pierce
Chair, BMC Board of Directors
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