Legal and Governance Review – current position and next steps

1. Legal and Governance Review – current position and next steps

2. Phase 1 - Reminder of current legal structure Royal College of Nursing (RCN) (Body corporate with Royal Charter) comprising Registered corporate charity: “The Charity consisting of the Property and Income of the Royal College of Nursing” (No.276435) Trade Union “a special register body” Corporate trustee of Registered unincorporated charitable trust “The Royal College of Nursing Charitable Trust (RCNCT)” (No.273463) John Howard Nurses Home (No 212584) 3 wholly owned trading subsidiaries: 1 RCN Publishing Company Limited 2 RCN Licensing Limited 3 RCN Membership Services Limited

3. Phase 1 - Our new legal structure from April 2010 (following AGM 2009 vote) RCN Foundation RCN Special Register Body Trade Union Charter Body registered by the Privy Council ------------------------------------- Objectives 4 Professional/Royal College Objectives I Trade Union Objective Company Limited by Guarantee RCN Sole Member ------------------------------------ Objectives 4 Professional/Royal College Objectives (same as RCN) RCN

4. Phase 1 - What has the Charity Commission agreed to: • RCN Foundation = £16.27m • RCN (inc. properties, subsidiaries and pension deficit) = £17.13m Reflects financial position if two legal entities since 1977 when trade union set up. RCN and RCN Foundation financially viable and sustainable . *Figures based on 08/09 accounts

5. Phase 1 - what’s happening now • Privy Council approval of Charter Changes agreed at 2009 AGM • Appointment of Board Members of RCN Foundation • Charity Commission publishing legal notice in press as formal notification of the separation

6. Phase two - Review of Royal Charter, Bye-Laws and governance arrangements Brief: To review the Charter and Bye-Laws and the governance structure of the RCN to ensure they: • reflect legal structure and meet legal and statutory obligations • support and deliver the purposes and objectives of the RCN as a membership organisation, trade union and Royal College with a local, regional, country, national and international role • reflect and represent the whole breadth of the membership.

7. Phase 2 – Aims To amend Royal Charter and Bye-laws as follows: • update and modernise to make them fit for purpose and reflect what the RCN is about • future-proof them – so that the wording doesn’t inappropriately constrain any future wish to develop the RCNbut also safeguards the way such decisions are made • ensure that decisions are taken at the right level in the governance structure • ensure their content is still consistent with that of a Royal College

8. Phase 2 – two important changes There are two important areas for consideration: • The need to add in a reference to the RCN being a trade union • The need to ensure the wider membership is reflected

9. Phase 2 – other areas Other areas are also being looked at to see if they may affect the Charter, Bye-laws and rules. eg: • activist development • the branch review • our international work • our strategy for public/patient involvement • education • quality and professional standards • our commercial and trading interests • a dignity charter and disciplinary policy for members • Congress • governance structure • diversity

10. Phase 2 – next stages and timeline

11. How we will communicate about this with members • Print – RCN Bulletin, Activate, The Answer; specific direct mail; individual correspondence • E-Mail – Specific E newsletter (sign up by emailing lg.review@rcn.org.uk) • Other targeted bulk e-mail; existing E newsletters; individual correspondence • Website – www.rcn.org.uk • Phone – RCNDirect/SMS/Twitter • Word of mouth – board meetings; branch meetings; conferences/events; 1 to 1 conversations

12. Any questions? • You can also ask us questions after today by emailing: jane.clarke@rcn.org.uk