THE ROYAL MARINES ASSOCIATION
RECORD OF PROCEEDINGS OF A TRUSTEES’ MEETING HELD IN THE MEDAL ROOM, THE ROYAL MARINES MUSEUM
Thursday 27 April 2017 at 0930 hours
Present: Mr R Bell JP (Chair) Chairman
Brigadier M P Ellis OBE (CE) Chief Executive
Mrs K Richardson OBE (KR) Specialist – Families
Mr G Salvetti Specialist – Legal
Mr B R Reading (BRR) Specialist – Investment
Mr R Crawley Scotland & N. Ireland Region
Mr P Deacon (PD) Northern Region
Mr R N Eales (RE) Midlands Region
Mr T A Galsworthy (TG) East Anglia Region
Mr S Beet East Anglia Region (desig)
Mr P G Richardson (PR) South East Region
Mr L Sartorel Southern Region
Lt Col C Wilson RM (Retd) (CW) RMA PDO
In Attendance: Mr H Player Greenwich Hospital
Mrs R Sheen RMA Welfare Grants Officer
Ms R Davies RMA Finance Manager
Mr R Puttock RMA Operations Manager
Mr G Frost Bluespire Accountancy Ltd
Apologies were received from: Lt Col E C Musto RM, WO1 (RSM) P S Gilby MBE RM, WO1 D Egan RM
Messrs D Sargent, A Bennett, P Sheridan.
Item 1. Opening Remarks.
1. The Chairman welcomed all to the meeting and reminded everyone of the very full agenda and the resultant need to keep to the point in discussions. He noted the apologies received, as recorded above. He noted the presence at the table of Mr Lou Sartorel, new Trustee for the Southern region, replacing Mr Brien [RB1] Briars, and Mr Simon Beet, who would replace Mr Terry Galsworthy when he stood done as a Trustee in the summer. The Chairman observed with gratitude that TG had been a Trustee since 2004, and asked both new Trustees to introduce themselves. He then drew attention to the presence of Hugh Player, and suggested that, for Mr Player’s convenience, his presentation at Item 3 of the Agenda should be brought forward.
Item 3. Brief on Greenwich Hospital.
2. Mr Hugh Player presented a comprehensive and fascinating brief about Greenwich Hospital, one of the oldest charities in Great Britain and a major donor of grants to other Naval Service charities. He distributed a booklet about the Hospital’s work containing the key facts of his brief. CW holds spare copies in RMA Central Office. The Chairman thanked Mr Player for his time and for a fascinating and illuminating brief.
Item 6-1. Central Office Staff Updates – Operations Manager.
3. The Chairman brought forward the Central Office Staff Brief of Mr R Puttock to allow him to travel to London to meet an important early afternoon appointment. The central points of RP’s brief are at Annex A. RP emphasised the following requests, specifically to regional Trustees:
a. Encourage members to attend the Graspan Parade on 14 May – the more attendees, the
more cost effective the parade would be, especially in the context of the charges to the RMA for road closures, Royal Parks support etc. He also stated that if the event wasn’t supported we may lose it.
b. The National Memorial Arboretum is expensive; the more members attending the parade (11 Jun 17), the better value for money it would become; he therefore urged Regional Trustees to encourage their members’ presence at this event.
c. Members from across the country should be encouraged to support the Corps Family Weekend at CTCRM (16 Sep 17). It will be an excellent and very enjoyable event, but as this would be the first version of it, it would probably not be perfect. He asked that members encourage attendance at the event with the right attitude, thereby helping to develop the weekend into the principal event in the RMA’s calendar. CE emphasised RP’s point by explaining that DCGRM and CRSM are both personally engaged with the planning for the weekend, and see it as being symbolic of knitting the whole Corps family together.
4. RP then raised the question of the entitlement to the wearing of regimental attire and asked that a section setting out guidance about this subject be written for the Branch Secretaries’ handbook. KR suggested initiating a section of FAQs about this and other advice in Homeport and on the website, signposting members to the website by an announcement on Central Office’s answerphone greeting. CW undertook to write the section, develop the FAQs and investigate the signposting message.
5. CE drew Trustees’ attention to the unwelcome subject of several members’ rudeness to the Central Office staff team, particularly to Tamsin, who tended to be first point of contact (recently evident when members ring having experienced difficulties with the website). To general agreement, he stated that such behaviour is unacceptable. KR suggested that the Central Office telephone greeting could contain the warning that conversations may be recorded for training purpose.
6. KR wished to record her thanks to RP for all that he does for the RMA, stating the RepNet is invaluable and his hard work for the Association is exemplary. This sentiment was echoed by the Chairman, who added that RP and the whole Central Office team have a huge number of fans across the Association.
Item 2a. Minutes of the Last Meeting and Matters Arising.
7. The following points were raised:
a. Page 2, sub-para 2c. RE offered an update about Eastern Region MSSC (Sea Cadet) meeting, in which it had become clear that RM Cadet Company Commanders had not carried out the requested action to pass RMA membership application forms down their chains of command. After general discussion, including LS asking what RMA membership offered to RM Cadets, and CE explaining the existence and role of the RM Cadet Council, it was agreed that a working group of CW, LS, PD, RE and SB (all of whom have close links with RM Cadets) should follow up the question of RMA membership for RM Cadets with the aim of generating momentum.
ACTION: CW to coord
b. Page 3, paragraph 6 (Mindworks Update). GS wished it to be noted that throughout the association with Mindworks Marketing Ltd, he expressed concern about the total expenditure and indeed costs to date.
c. Page 4, sub para 7a(i). GS stated his concern that the Financial SOPs referred to in the subject sub-paragraph had not been started yet. The Chairman directed that these concerns should be noted.
d. Page 6, para 11. GS asked who was on the Trustees Working and Steering group for convergence. The Chairman explained that it was himself, BRR and PD.
e. Page 00, para 32. BRR wished the statement reading “With BR standing down from…” be clarified to show that it referred to WO1 (RSM) Bruce Riach RM, not Brian Reading!
8. On conclusion of the discussion, the Minutes of the last meeting were accepted as true record of events.
Proposed: Mr G Salvetti
Seconded: Mr Paul Deacon
Item 6-2. Central Office Staff Updates – Operations Manager.
9. Mrs Wendy Sheen presented the next Central Office Staff briefing, focusing on welfare support. The facts from her briefing are attached at Annex B. She added the following points:
a. Welfare cases are increasing year-on-year.
b. The demand for psychological treatment has risen significantly; RMA can now enrol a patient for treatment within 2 weeks of initial contact.
c. The ability to apply for welfare support through the website is a very strong tool, proving popular with younger people but is being used across the age range.
d. A proactive Central Office team (albeit only 3 people) in this role was proving invaluable.
10. KR welcomed WS’s statement that RMA seeks grant money from Greenwich Hospital, and has a strong working relation with the RN Benevolent Trust. She added that she would be happy to provide a quick route to Greenwich Hospital if required. The Chairman thanked WS, and her colleague, John Reed, for all that they are doing for the RMA’s beneficiaries and for the Association.
11. Ms Renee Davies presented the final Central Office staff briefing, describing her work as Finance Manager. She provided the following observations:
a. She has been the RMA Central Office accountant for 10 years, and every year seems to become busier. However, the first half of 2017 has been the busiest ever, caused by:
b. She asked that Regional Trustees urge their members to opt-in for Gift Aid to RMA Ltd.
c. She reported to the Board that several members have been extremely rude to Central Office Staff over the phone when ringing to discuss difficulties with the website. All agreed that this is completely unacceptable behaviour and that those who behave in this manner should be sanctioned.
12. The Chairman expressed his admiration for RD’s dedication, commitment and hard work and offered, on behalf of the Board, his sincerest thanks for all she does.
13. Discussion followed that focused on RD’s solo status in the office and finding support for her, notwithstanding the challenge that she pointed out, of training a stand-in should one be needed. The Chairman directed the Chief Executive to find suitable support for RD, and invited her not to afraid to ask for support if she felt herself to be overwhelmed.
14. CE supplied a report, at Annex C, from WO1 (RSM) Tom Coyle RM (Retd), who supports the RM Veteran Support Network by helping claimants with their appeals against Armed Forces Compensation Scheme decisions.
Item 8. Merger & Due Diligence
14. The Chairman opened this item by describing merger planning to date and summarising the last 3 Merger Steering Group (MSG) meetings. He explained that the vehicle under which merger will be achieved will in fact be an acquisition (of RMA by TRMC), which meant that there would be no need to set up a new charity number. He added the following points:
a. A shell company of RMA Ltd will remain, allowing receipt of donations/payments to the RMA under that name.
b. Work was being undertaken to explore whether a clause could be written into the Articles of the new charity to allow “termination or exit” if it became necessary.
c. The RMA Brand must be allowed to endure, and business must carry on as usual for members.
d. Recent Steering Group meetings indicated that this could be a happy marriage.
15. The Chairman then opened discussion to the Board, and the following points were made:
a. BRR, a member of the MSG, stated that he would seek reassurance that RMA financial assets would remain under the membership’s control after merger.
b. PD added that the RMA trustees on the MSG had made its members aware that every decision made in the merger process must be in the Association’s best interests. The Chairman explained, in amplification, added that several key decisions have yet to be made, and that some items have been tabled as proposals for decision at the next MSG meeting. If accepted, he would be able to bring news to the next RMA Board.
c. For the benefit of new Board members, the Chairman explained that the governance structure of the new charity would consist of a top level/main Trustee Board, on which probably 3 members of the “Membership Board” (which would be responsible for running all membership matters, including events) would sit. He then summarised the advantages of a single charity:
i. A single RM charity- removes confusion.
ii. Removes overlaps of effort as well as any gaps.
iii. Improved/streamlined back office functions.
iv. Better focus of charitable efforts for beneficiaries.
d. The Chairman explained that the Due Diligence procedure looks at the financial, operational, legal and reputational aspects of the 3 charities involved and then brought GF into the discussion, who reported the Board that he had suggested to the F&GP Committee that it should take a risk-based approach to DD by not looking at every aspect of the sister charities in minute detail, but should decide what is important and focus on that. He added that the whole DD process was really a means to the end of deciding about the Association’s future and that this was Trustees’ opportunity to ask him what they wanted him to find out.
e. The following questions emerged:
i. GS stated that his concern lay with what were the prospective or hidden liabilities of the other party. He also referred to discussions of 2 years ago in which safeguards to ensure the Main Board could not dissolve the Membership Board were mooted. He then raised the question of RD’s capacity to reassign current RMA members to the new charity. CW explained that it was intended to follow the same process as assimilating the membership into RMA Ltd: members would be advised in their renewal letter that payment of the RMA subscription indicated their willingness to belong to new entity; they would be given the opportunity to opt out.
ii. KR asked whether RNRMC was scrutinising the RMA, to which the answer was ‘yes’, just as the RMA is examining the RNRMC.
iii. BR questioned the reliability and sustainability of income in the other parties, relating their susceptibility to fluctuations to a strong reason for RMA to maintain control of its reserves, which in turn would help direct its levels of subscription payment. RB interjected that an escape clause was being explored as part of the MSG work. GF added that the top-level board’s ability to use or influence the membership’s funds is statutorily limited – by law, its funds remain ‘restricted’ as opposed to ‘designated’, the former being the best option for the RMA, ensuring that its members retain control of their own activities. BR also asked whether any view was being taken in the DD process about the small restricted funds maintained currently by the RMA for third parties. CE put his view that the current practice whereby known third parties might use the Association’s charity number for their fundraising and for their money subsequently to be put into a small restricted fund was expected to continue.
iv. BRR asked GF whether there was anything in the RM Shop’s accounts that were causing concern. GF replied that his main concern lay with the Shop’s cash shortage, adding that now was the lowest point of the year and that if the Shop were to falter because of this, it would be now. BRR stated that he is worried that the Shop’s accounts will be available or inspection under DD, and that he would wish to be sure that they contained nothing that might cause the RMA difficulty. GF’s view was that the Shop has to keep selling in order to survive, but its wage bill is quite high, and he was concerned about the amount of stock it holds (although RE thought JL had told the F&GP Cttee that he was holding quantities of stock to counter a lag in supply). To general agreement KR suggested that the RM Shop should be added to the RMA Risk register.
v. Finally, RE asked whether the merger would be open to One Member One Vote (OMOV) to which CE explained that he intended to arrange for voting to take place before AGM, and was therefore planning the motion would be ready for the July Trustees’ meeting.
Item 2b. Minutes of the Extraordinary Trustees meeting (21 Feb) and Matters Arising.
16. Page 5: RE pointed out that the election of a Vice Chairman had been omitted. CW to rectify.
17. On conclusion of the discussion, the Minutes of the Extraordinary Trustees’ Meeting were accepted as a true record of events.
Proposed: Mr R Crawley
Seconded: Mr G Salvetti
Item 4. Report from the F&GP Committee (to include RM Shop).
18. The Chairman invited comment page-by-page, which were as follows:
a. Page 4, para 13. BR drew attention to this minute, to which CE explained that the reason for the sum reflected in this paragraph was due to receipt of an extremely generous legacy. BRR added that the course of action proposed here was an opportunity to rebuild reserves, having drawn down on them somewhat in 2016.
b. Page 4, sub-para 12d. RB proposed to defer the action suggested (repaying a portion of this year’s block grant to the RMA by TRMC, due to a legacy to RMA making this feasible) until more would be known about timing of receipt of the balance of the legacy, which was agreed.
19. It was put to the vote that, in accordance with the recommendation at paragraph 13 of the F&GP Committee Record of Proceedings, £250,000 should be moved to RMA Ltd’s investment funds.
Proposed: Mr B R Reading
Seconded: M R Bell
20. The Chairman invited CE to brief the Board about the recent meeting of the RM Shop’s Board, on which he sits. CE advised that he had raised the F&GP Cttee’s concerns about oversight of the Shop, which had exercised the Shop’s Board, as its members did not view the shortcomings with the same level of concern as the F&GP Cttee. CE stated that a loan was offered to help the Shop’s finances, for which its Board was grateful but after discussion, the offer was not taken up. CE then advised that he had just been made aware that the RM Shop’s website developer had reneged on its agreement to pay back the Shop for its failings in creating its new website, and related the sorry history of this failure to the Board. He finished by stating that the RM Shop Board feels that the shop is on firm footing for its stage of existence, and is confident in its future. He added that there will be no donation to the RMA this year.
21. In the long and wide-ranging discussion that followed, the following points were pertinent:
a. There was general concern for Joe Lane and the perceived lack of support for him from his Board. Joe’s lack of success in appointing a ‘second in command’ was also commented upon, with the concomitant concern that if Joe could not work for any reason, the Shop would probably cease trading.
b. The shop is overstocked.
c. The shop’s Board had not taken a tough enough line with overseeing the management of the shop’s finances.
d. What was the shop’s debt to its creditors - particularly its suppliers?
e. The shop’s Board had not met often enough since the parlous situation of its finances became clear: there should be regular meetings and the shop should be providing the board with
f. What, if any, action had been taken to recover money from the website developer? CE read a draft letter he had received before this meeting from the shop’s board to the website developer. GS advised that it was neither strong nor detailed enough and offered to help JL/CE develop a more appropriate document.
g. BRR proposed that, on behalf of the RM Shop’s holding company, the shop’s Board met regularly and that weekly cash projections and reports were forwarded to its Board and to the F&GP Committee. CE agreed to draft a letter to this effect to RM Shop’s Board, asking for a written response to the RMA Board’s concerns.
Item 5. 2016 Trustees’ Report.
22. No comments were made on the submitted draft; therefore the Chairman accepted that the Board was content with it as it stood, subject to the addition of detailed and up-to-date figures.
Item 7. Risk Management.
23. The Chairman suggested going through the Risk Register asking for additions. BRR immediately reinforced the earlier suggestion of placing the RM Shop in the Register, probably under the ‘reputational’ category. It was agreed that CW would draft this entry before the next Board meeting.
24. BRR questioned whether the risk noted at 2.1 was too high and whether its score could be reduced when/if support for Renee is provided. After discussion, it was agreed that CE should remind CE TRMC about the arrangement for support from TRMC staff; the need for regular reminders about this arrangement was also identified.
25. Discussion followed about the value of placing the costs associated with Mindworks Marketing on the Register, on the basis, in GS’s view, of the increasing expenditure without an end date. BRR pointed out that there was no risk – Trustees are aware of the costs and the F&GP Cttee had agreed this year’s expenditure on website development at its previous meeting, subject to agreement by this Board. KR felt that members who had had a difficulty with the website might question the costs. CE explained the level of work that MWM was doing on the Association’s behalf and that such a complex website takes time to bed in. He added that the error rate was running at only about 2%, but of course that had a high profile. The Chairman concluded the discussion by reiterating that the costs were actually proving to be lower than the forecast which had been approved by Trustees before the development programme began and stating his view that the website work was such an important part of the RMA’s development that if it broke due to under-investment, the staff would not cope. He directed that the risk that should be recorded should be that of MWM closing, under 2.4, “RMA’s Business Resilience Compromised’, (or add a new risk at 2.5).
26. PD suggested comparing the Association’s Risk Register and that for the merger to ascertain overlaps.
Item 9. Digital Marketing.
27. Defer until next meeting.
Item 10 Additional Funding - Update.
28. Nothing significant to report.
Item 11. Serving Corps Update.
29. Corps RSM absent on duty.
Item 12. Central Office Admin Burden
30. CE outlined the case for either charging members, or asking them for a donation, should they ring the office and ask the staff to perform a task for them that could be done through the website. Animated discussion made it clear that there was no support for either of these suggestions.
Item 13. AOB
31. Update on Charitable Discounts from Rackspace. CE informed the Board that, following enquiries by John Harris-Burland, Rackspace does not offer discounts to charities, although it does have its own Corporate Social Responsibility policy, which favours selected charities.
32. Distribution of ETM Minutes. The Chairman directed that the ETM Minutes should be distributed only to the Board.
33. Family Days Out – Ticket Eligibility. CE explained that at present anyone in the Units that holds the tickets could use them. Feedback to him from RSMs & WO1s is that this should not be the case – it would be preferable if at least one member of the family group taking advantage of the offer belonged to the RMA. He stated that he would write to the relevant Unit Welfare Officers warning them that this condition on the tickets’ use would be imposed with effect from 1 Jan 18. LS suggested that if RM Cadets had access to such ticket, it would be a significant inducement to them to join the RMA. CE agreed, and undertook to explore how this might work.
34. The application to open the RM Club as a Branch. The Chairman introduced this item by explaining the RM Club’s origins in Cdo 999 and its difficult relationship with the RMA. He made the point that personalities had changed in the RM Club and that it wishes to become a Branch of the RMA. However, the document that the RMA had received from the RM Club raised several important questions the most important one to his mind being that it suggested the RM Club become an Association with an Association. He said that it could be a strong asset as part of the RMA if all checks and balances to ensure that it was run in accordance with the spirit of the RMA’s Bye-Laws were in place.
35. Discussion around the Board, based on the document received from the RM Club, revealed the following concerns:
a. The RM Club is trying to differentiate itself from the RMA by labelling itself ‘the official club of the Royal Marines’
b. What were the implications of it being ‘self-governed’?
c. The name would add the confusion about entities with ‘Royal Marines’ in their title that it is hoped merger will prevent.
d. How would the RM Club provide a welfare service, and to whom? This would compete with the magnificent work done by the RM Central Office welfare team.
e. Why would it need its own separate website?
f. RM Club’s constitution and business plan should complement those of RMA.
g. Trying to be all things to all people.
h. What benefit would the “app” bring? Would it be compatible with the RMA’s website? Why would something allegedly so expensive be offered for nothing?
36. The Chairman drew the discussion to a close by asserting that he recognises the paper was naïve and set Board Members on edge, but that he would like to support the aspiration for the Club to become an RMA Branch, although the details of how that is achieved caries significant concerns. He suggested that Roger Dobson (RM Club’s Chief Executive) attend the next Trustees’ meeting, and that CE communicate with him before that to explain the Board’s areas of concern and seek common ground.
37. Merger Briefings to Regions. CE explained that “roadshows” to brief members about the merger have been arranged in 3 Regions (Scotland, Northern & SW), and he urged those who have not yet organised one to put in bids for dates as quickly as possible (see CE email sent to Regional Trustees on 23 Mar at 1618 hrs).
ACTION: RE, TG, PR, LS
38. Bids for RM Support to RMA Events. CW stated that he had sent an email on 14 Mar 17 to all Branches asking them to submit bids for uniformed support for their events in 2017 to him by 20 April. To date, not one response had been received. He urged Regional Trustees to advise their Branches that short notice bids for RM support will not be met. If Branches wished to gain the support of the serving Corps for any type of event, the bidding process detailed in his email should be followed and bids for support during the remainder of 2017 should be submitted as quickly as possible.
ACTION: Regional Trustees
39. Regional News.
a. East Anglia Region. TG reported that EAR Branches had been reminded about the need to submit the bids alluded to in para 38 above at the Region’s recent AGM. He also suggested an amendment to the final sentence of Bye-Laws article 7.8: “Branches will be given details of those HQ Roll Members who live close to them on an annual basis so that they can persuade them to join a branch.” CE interjected to say that this direction had been superseded because of Data Protection rules: henceforward, if a Branch seeks to recruit from HQ role members living in its area, it should send its recruiting message to Central Office which will publicise it and send the letter to the relevant individuals.
b. Midlands. RE promoted the Walter Parker VC memorial parade on 30 Apr at Staplewood, Nottingham, and the NMA Parade on 11 Jun.
c. North. PD drew the Board’s attention to next year’s Zeebrugge 100 commemoration on Merseyside, stating that discussions are under way between the Region and RMR Merseyside about the joint dinner to be held to mark the event. He also voiced a concern that the RN might be planning parallel commemorative events that would clash with RMR/RMA plans. CE explained that the Naval Regional Commander is the point of contact for coordination and he would send contact details to PD.
d. South. LS remarked that there is a Regional desire to set up an Op Frankton commemorative event at Eastney, but there seems to be no one living local who is either willing or able to arrange it, and asked how to proceed. CE suggested that the lead for Frankton-related events should be SBSA, with RMA in support. He explained the principle established by DCGRM of the 4 main RMA events in the calendar gaining support from the Corps, as well as one ‘floating’ Regional event each year, and asked Trustees to start considering the appropriate event for 2019 (given that 2018 will be the Zeebrugge 100 commemorations in Liverpool)
e. South East. PR announced that the RM Heritage Trail in Deal will go live next year. He also drew attention to the fact that SE Region Committee positions of Chairman, Secretary and Treasurer are all vacant and there are no volunteers to fill them. He added that the RM band memorial Concert will take place in July and suggested that it is too late to prevent the RM Shop’s exclusion for this year, but that CGRM should be asked to discuss the matter with the concert’s organiser with a view to the Shop attending 2018’s concert .
f. Scotland & NI. RC drew attention to Barry Barnwell’s draft plan for an RMA ‘Forward Operating base’ in Scotland, and added that RMA East Scotland had proposed a similar idea of a satellite Branch helping to reduce the challenge of distances in Scotland, whereby, for example, the members might meet at a given location with one member attending the main Branch meeting and reporting back to the satellite branch.
40. GS placed on record his thanks to the CE and the executive team in RMA Central Office for all the hard work on behalf of the Association. He also formally thanked Terry Galsworthy for all that he had done for Branch, Region and Association.
41. The Chairman recorded his formal thanks and appreciation to Terry Galsworthy for his commitment and dedication, not only as a Trustee but in other RMA fields
41. There being no further business, the Chairman closed the meeting at 16:13 pm.