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Wills wants trust to restore democratic control

THE VICE-CHAIRMAN of Shetland Charitable Trust is calling for the introduction of a majority of directly elected trustees when it reviews its governance arrangements next month.

Jonathan Wills is arguing the trust’s board, which used to be dominated by members of Shetland Islands Council, ought to consist of eight elected trustees and seven appointed trustees in order to “restore democratic control to the trust”.

Back in 2012 the trust – which holds investments worth around £225 million on behalf of the local community – overhauled its governance to introduce clearer lines of separation with Shetland Islands Council.

Councillors had previously made up 22 out of 24 trustees, but that was contentiously reduced to seven councillors alongside a majority of eight appointed trustees.

At the trust’s next meeting on Thursday 12 May, fresh proposals are to be debated including: 

  • a reduction in the number of councillor trustees from seven to four;
  • continuing the process whereby a selection panel chooses all appointed trustees;
  • maintaining the number of trustees at the current level of 15.

The trust insists that the emphasis on appointed trustees is vital to ensure people with the right skills are appointed.

But Wills points out that it is the trust’s staff and advisers, not trustees themselves, who are responsible for day-to-day management.

“Few would disagree that the trust needs to have ‘an appropriate composition of skills and attributes to manage and control a charity of the size and scale of SCT’,” he said.

“Curiously, no one has actually said what those skills and attributes might be, or explained why elected trustees, as distinct from selected ones, would not possess them.

Charitable trust vice chairman Jonathan Wills.

“Those who insist on a mainly appointed trust seem to be confusing the roles of trustees with those of our staff and professional advisers. The daily management of the trust is performed not by trustees, but by professional managers, all working within policies set by the trustees.

“Also, the trust does not actually carry out any charitable activities itself but instead funds specialist groups and charities who do.”

Wills also believes reducing the number of councillors to four would do nothing to resolve a perceived “conflict of interest” problem or the issue of the trust’s accounts still being grouped with the SIC’s by Audit Scotland.

He said it seemed reasonable that, for a trust with an “intrinsic public character” with the purpose of benefiting Shetland’s inhabitants, “the public should still have a say in who controls the trust”.

When its restructuring was completed in December 2012, the trust agreed to revisit its composition prior to the 2017 council elections.

The trust has carried out a “lengthy and detailed review of the current arrangements, with the support of the Institute of Directors Scotland”.

Chairman of the trust’s audit and governance advisory committee Keith Massey said on Monday that further reform was required to build on the “progress” the trust has made and “broaden its appeal to a wider range of potential future trustees”.

Massey said: “A wide range of people and organisations have been consulted, including Shetland Islands Council, NHS Shetland, Shetland Recreational Trust, Shetland Amenity Trust [and] Shetland Arts.

“I’m pleased that all trustees have been very engaged in the review process and have brought many different views and experiences to bear.

“As a board of trustees we are committed to looking at ways to ensure we have fair representation of our Shetland community in the SCT. There are many ways this can be achieved and as a board we are still in the process of review.”

The Office of the Scottish Charity Regulator (OSCR) will be required to approve any new governance arrangements.