An independent review of the way the RIBA is run has uncovered ‘discrepancies’ in its governance and castigated the design of its board as ‘fundamentally flawed’
The investigation by law firm Bates Wells Braithwaite (BWB) was commissioned by RIBA chief executive Allan Vallance in February this year to review the institute’s constitutional documentation.
Its recommendations were voted on in a private council session at Portland Place last Wednesday (24 May).
According to the agenda for that meeting, the external review was prompted by concerns aired by ‘multiple current and former council members regarding the powers and functions delegated to the RIBA board’.
During its three-month investigation, BWB found a ‘large number of discrepancies between the RIBA version of the constitution which has been formally approved and the version which is being used in practice’.
It concluded that, while the RIBA board did have the authority to approve the purchase of 76 Portland Place and take out a £21 million loan for its refurbishment (pictured below) it should not have been allowed to approve the insitution’s annual budgets, which it had been doing since shortly after its creation in 2010.
Theis + Khan’s revamp of 76 Portland Place
Moreover BWB concluded that RIBA Council was, and remained, the ultimate governing body at the RIBA.
The BWB report states: ‘Council is […] the highest authority within the RIBA’s governance structure and, as such, its powers and functions can only be delegated to the RIBA Board and others in accordance with the RIBA’s constitution.’
The external review is also critical of how the board was set up seven years ago, stating: ‘The design of the RIBA’s new structure involving the establishment of the RIBA Board was fundamentally flawed, not least because Council continued to retain overarching responsibility for the RIBA and its affairs under the RIBA’s constitution and, therefore, retained the role of charity trustees.’
It was recommended that the council reviewed and ratified the current regulations, as well as reviewing and improving the current delegations.
BWB further recommended that the council carry out a wider governance review of the RIBA and Council members were asked to remedy the ‘past deficiencies’ identified in the report. This included accepting corrections to the RIBA’s charter, supplemental charter and bye-laws, and consider whether any immediate changes need to be made to the regulations and appendices.
The council agenda added that a broader governance review was needed, as recommended by the BWB, to consider ‘what the governance framework needs to be to best support the RIBA’s overall purpose’.
It was also put to council to consider formally ratifying the RIBA board’s approval of annual budgets for year 2011-2017 retrospectively, a move also recommended by BWB. It is not known whether these specific recommendations were approved by the council members who attended.
An RIBA spokesperson (see response below) said the BWB report was ‘part of a broader governance review and focused on historic governance issues’.
The spokesperson added that, as part of this review, the Council agreed during the meeting to set up a working group to manage a further ‘broader, forward-looking review to update and modernise RIBA’s governance’. According to the spokesperson, this working group will consider the powers and functions of the RIBA’s governing bodies including the Council, RIBA Board and subsidiary committees.
The council agenda noted the resolution at the previous council meeting in Hull in March to reduce the council size from up to 63 members to nearer 45.
At their meeting last week, RIBA Council discussed the findings of a thorough external assessment of the RIBA’s governance framework. The RIBA-commissioned report was part of a broader governance review and focused on historic governance issues. Reviews of this kind are entirely commonplace in large organisations, particularly Royal Charter bodies. Given RIBA’s complexity – a 180-year-old Charter, a 200-page constitution and a significant number of committees, boards and groups – the review will take some time to complete.
RIBA Council acknowledged a number of inconsistencies that have arisen in the RIBA’s Constitution over a long period of time and are symptomatic of its complexity. They agreed to set up a working group to manage a broader, forward-looking review to update and modernise RIBA’s governance. The group will consider, amongst other things, the powers and functions of the RIBA’s governing bodies including the Council, RIBA Board and subsidiary committees.