17 May 2017
#CollegeEGM – past president says vote ‘No’
Governance lies at the heart of an organisation’s ability to meet its objectives. For general practice the issues are many, but the proposed model puts at risk the control of the College by its membership. Strong GP leadership with a vision not only for the profession but also for Australia is essential, and this is the role of the RACGP.
As a council member for six years and a past President, I remember many robust discussions on topics such as the role of the College in GP training, the impact of corporatisation on our profession and how to progress a new funding model that would reward GPs dealing with the most complex patients. Council had the ability as company directors to set in place the strategic plan, to deliver its vision, and work with management to see that plan implemented. Developing a position would often require the investment of resources – staff to do the leg work or perhaps commissioning an external company to prepare a report. Management remained accountable to Council, because as directors , they oversaw the performance of the CEO.
With our current Council made up of State Chairs, Rural and Aboriginal and Torres Strait Islander Faculty Chairs , the Censor in Chief and the Registrar representative , the views of our diverse membership have informed RACGP decision making. Far from being a conflict of interest (as all directors must act in the best interests of the company) understanding the perspective of members is essential to good decision making in a membership-based company.
Part of the rationale for the change has been that the College has grown its member numbers and now has an annual turnover of $60 million. As the vast majority of this income is from member fees, it is more important than ever for the Board to remain connected to the College members.
Currently, Council has 13 directors, 11 of whom are GPs and two are non GPs co-opted for their skills. Under the proposed new governance model, the Board will reduce in size to only seven directors. This will be achieved by removing all GPs except for the President, Vice President and Chair, and increasing the skills-appointed directors from the current two to four, of whom one must be a GP. Council will still exist, but will no longer have the ability to set the strategic plan, allocate budget or hold management to account for its implementation. As such it will become advisory only, with the small Board retaining those key powers.
The new Council’s role is defined as: “The matters delegated to Council include the management of all clinical and professional matters, ‘College’ matters or matters affecting primary health or General Practice, as stipulated in the Constitution and the RACGP Council Charter.”
Although clinical and professional matters remain undefined, this sounds remarkably like the core business of the College.
It has been proposed that “Council will focus on clinical and professional functions with fewer constraints” as they will not have to attend to regulatory or fiduciary duties. Far from being constraints , it is the regulatory and fiduciary responsibilities, that is to say the ability to allocate budget and oversee the performance of management , which provide the mechanisms to achieve outcomes. Without these powers Council’s recommendations will only be achieved at the discretion of management or if the Board itself makes the decision.
It has been suggested that the new model will bring evidence-based, modern governance to the College, but none of these statements is substantiated. Not-for-profit boards are often larger than for-profit boards because of the complexity of the business and the diversity of stakeholders involved. In the US the average size of a not-for-profit board is 16, while Deloittes states “there is no “one size fits all” answer to the challenging issue of ideal board size. However, experience suggests that a board of 12 to 15 persons seems to work well.”
As a company, the RACGP has many roles which include developing the curriculum and assessment for general practice training, developing and monitoring CPD, setting standards and accreditation, fostering and publishing general practice research and producing resources to support GPs and practices. In addition the College provides advocacy for the profession, personal support and collegiality for its members as well as developing and promoting a vision for primary care for the future.
With 11 GPs, the current RACGP Council is an acceptable size and has the diversity of members needed to provide expertise in all these areas. By reducing the number of GPs on the proposed Board to only four there is a serious risk that key skills and perspectives will be missing from the decision-making table.
Of equal concern is the fact that of the four GPs on the new Board, three will occupy office-holder positions subject to election every one to two years. Such rapid turnover will lead to poor Board continuity, where the GPs risk being overshadowed by the skills-based members (of whom only one must be a GP).
These skills-based members are to be Board-appointed for up to six years with the exception of the Finance, Audit and Risk management committee (FARM) Chair, who must inexplicably step down after two years – hardly enough time for someone to really delve into finance and audit functions.
The dominance of non GPs could translate to decisions, such as taking a greater role in the oversight or delivery of training, being judged more on the financial risk than the needs and desires of the members.
Opportunities for GPs to gain governance experience prior to taking on one of the office-holder positions will also be more limited as there may be only one other GP position on the Board. This contrasts markedly with the current council of eight additional GPs, almost all of whom serve six years as directors.
Far from being constraints , it is the regulatory and fiduciary responsibilities, that is to say the ability to allocate budget and oversee the performance of management , which provide the mechanisms to achieve outcomes.
Regularly reviewing the structure of the Board with a view to improving governance is important for any organisation. It does not mean, however, that we must implement change for change’s sake, particularly when the proposed changes are not addressing any specified problem.
Other member-based organisations that have gone down this path, such as the Royal Australian College of Physicians and CPA Australia (chartered accountants) have found themselves in bitter public disputes with their members where the biggest loser is the profession itself.
Despite the prolonged consultation, most of what is presented for voting has not been discussed before. The proposal contains details without explanation. For example, the requirement for the chair of FARM to step down after only two years, and the need for a two-thirds majority vote to change the Chair.
We are also being asked to vote on motion two. Motion two’s changes are numerous and widespread in the constitution and concern membership categories and CPD requirements – issues that are of great concern to all GPs and yet with little explanation about what these changes are and why we need them.
In essence the proposed Board is not a skills-based board but a representative board with fewer representatives. It will result in a significant disempowerment of the members as it will meet less frequently with only three general meetings a year, have poorer board continuity and GP directors with less rather than more governance experience. On that basis members should reject this proposal and vote No at the EGM on May 30th or by proxy before May 28th.