Governance – Advisory Group Minutes – June 2020

Actions and Minutes - Governance Advisory Group Meeting - 3rd June 2020

Location:

online video meeting via Zoom

Time and Date:

12.00 noon - 1.00 pm, 3rd June 2020

Attendees:

Mike Altendorf (MA), Karina Murtagh (KM), Matthew Hartley (MH) Jane Stanford (JS)

Apologies:

None

Actions ➢ MH to contact patent lawyer to discuss ways of protecting the training programme from being copied.

➢ MH to look at the commercial partners’ contract. ➢ Working Together agreement, by Onside Law, to be updated. ➢ To discuss with AC the code of conduct for fundraising to protect RSF from bogus fundraisers. ➢ KM to look into the role of Company Secretary. ➢ MH to send KM a list of policies that need to be put in place. ➢ Further discussion needed to decide what are the most urgent policies that need to be put in place. ➢ Priority to be given to the Conflict of Interest policy and Declaration of Interest Register to be signed up by everyone. ➢ To invite Ian Lovett and Chris Walsh to join the Governance Group and KM to introduce MH to IL and CW. ➢ KM to send MH terms of reference for the committees to make sure they comply with Charity Commission’s regulations. ➢ KM to provide concept of the training programme for patent specialist. ➢ MA to ask David Noon at Deloitte and Ceris Gardner of MTG if either would be willing to do a training course on the legal obligations of trustees of a charity. ➢ MH sending biog. and photo to JS for new website. ➢ KM to sign letter to officially engage Ceris.

Minutes MA welcomed everyone to the meeting and introduced MH to KM and JS. The purpose of the meeting was to discuss how to protect the new training programme from being copied by another charity and to go through the policies’ checklist supplied by Ceris Gardner of MTG. KM gave MH an overview of the Ruth Strauss Foundation (please see attached slides) and the two sides of the charity’s mission to fund research into non-smoking related lung cancer and support families where there are dependent children whose mother or father have cancer that cannot be cured. Our data suggest 40,000 children, under the age of 18, lose a parent every year. That equates to 110 per day.

Strictly Confidential: The information contained in this paper is confidential and must not be reproduced or disclosed to others

Actions and Minutes - Governance Advisory Group Meeting - 3rd June

KM described Ruth and Andrew’s ordeal in accessing any emotional help or advice when they received their devastating news. Our training programme will give HCPs the tools to be able to confidently offer support to families finding themselves in the same situation.

KM is currently looking for someone to do a costed plan for the pilot and believes it is a unique project and needs to be protected as RSF’s IP. MH advised that it would be difficult to have a specific IP or copyright that you can patent for the project as it does not appear to fall into the unique or bespoke category and therefore not patentable.

Copyright would allow a challenge to be made reactively if the project were copied.

KM asked what if it was named the Ruth Strauss training programme – a name rather than a concept?

MH advised that the RSF name can be protected and trademarked, but not the concept.

KM answered because we are a charity looking for funding in a very competitive market it is important to protect the project somehow.

MA advised KM that although the project needs something unique and to show it is something totally new, it may be worth running it past a patent lawyer to see if they can offer any advice.

Action: MH to contact patent lawyer to discuss ways of protecting the training programme from being copied.

KM pointed out RSF is trying to strike commercial, strategic and fundraising partnerships and therefore it is important to protect the brand and supporters. We must have the right documents in place and abide by the Charity Commission’s regulations.

MH advised, having the stamp of approval in terms of being approved by the Fundraising regulator means that to comply to the rules, it is a requirement to have a contract with commercial partners.

This needs to be looked at, but it is assumed that some of it is in place already. The question is finding the gaps.

Action: MH to look at the commercial partners’ contract.

KM suggested contacting Alex Cullen, Head of Fundraising who will have a good idea where the gaps are and what we need to put in place. With regard to the Advisory Groups we do not have a ‘conflict of interest’ policy in place.

MH advised that he has put together a draft copy for a charity law specialist to look over who has recommended a list of other policies that need to be in place e.g. declaration of interests register for trustees, risk management.

MA said there is not enough policies in place and informed MH that he had sent everything to him, apart from the commercial partnership contract that he had not seen. All the overall umbrella stuff, the Charity Commission expects to see, we do not have apart from the official registration that was done prior to KM and him joining the Foundation.

1 Strictly Confidential: The information contained in this paper is confidential and must not be reproduced or disclosed to others

Actions and Minutes - Governance Advisory Group Meeting - 3rd June

KM asked for the Working Together agreement, by Onside Law for the few people who had fundraised on behalf of RSF, to be updated.

Action: Working Together agreement, by Onside Law, to be updated.

MH said presumably they have handled employment contracts.

KM confirmed they had and added they had also handled suppliers’ contracts on a pro bono basis.

Chris Walsh is a partner at Onside Law and a friend of Andrew.

MA thought we should take up Onside Law’s generous offer to work pro bono, as Ceris will charge, albeit at a reasonable rate for a City law firm.

KM requested a menu of what is needed and costs.

MA wants to concentrate first on the ‘must haves’ and get them in place as a priority. To discuss with AC the code of conduct for fundraising to protect RSF from bogus fundraisers.

Action: To discuss with AC the code of conduct for fundraising to protect RSF from bogus fundraisers.

KM said it was important to trademark the RSF logo as the Foundation is starting to sell merchandise.

MH said Onside Law should be able to help with that and asked if the conflict of interest re Jenni Thomas has been resolved.

MA confirmed he had sent this on.

KM pointed out that JT is a member of the Family Support Advisory Group and not a Trustee.

MA asked KM if any Trustee received any money for e.g. travel.

KM replied no to which MA said that it how it is meant to be.

MH asked if Denise Fraser is the Company Secretary.

KM replied she was not sure and will make enquiries.

Action: KM to look into the role of Company Secretary.

MH explained that for the purpose of Companies House, RSF needs a designated Company Secretary and asked who deals with filings at Companies House and was informed Phil Glyn-Smith is the Treasurer.

MA wanted to know more about the list of 16 policies from Ceris as they need to be in place as soon as possible.

MH feels that some will be relatively straight forward e.g. anti-bribery and corruption policy.

Safeguarding and child protection is going to be very important with the support network RSF works with.

2 Strictly Confidential: The information contained in this paper is confidential and must not be reproduced or disclosed to others

Actions and Minutes - Governance Advisory Group Meeting - 3rd June

MH will send KM a list of what is needed and pointed out that Conflict of Interest is relatively urgent.

Action: MH to send KM a list of policies that need to be put in place. Conflict of Interest being relatively urgent.

MA said we will circulate the list today and discuss what are the most urgent policies that need to be put in place.

Action: Further discussion needed to decide what are the most urgent policies that need to be put in place.

MA suggested asking Ian Lovett who is on the Finance Group and Chris Walsh, Onside Law to join the Governance Group and requested KM to introduce MH to IL and CW. Action: to invite Ian Lovett and Chris Walsh to join the Governance Group and KM to introduce MH to IL and CW. KM asked if PGS should join the Governance Group.

MH suggested talking to him first and that the two groups should not overlap too much. Request made to see terms of reference to make sure they comply with Charity Commission’s regulations.

Action: KM to send MH terms of reference for the committees to make sure they comply with Charity Commission’s regulations.

MA asked if there is tactical legal stuff to do. The priority being ‘conflict of interest’ and the ‘declaration of interest register’ that need to be signed up by everyone. Once we have more tangible content regarding the training programme we should give it to a patent lawyer to see if there is anything we can do.

Action: Priority to be given to the Conflict of Interest policy and Declaration of Interest Register to be signed up by everyone.

KM said she is about a month away from having the costs and timing of the training programme and asked what level of detail is needed before sending it to a patent lawyer. Currently it is a concept with unique subject matter.

MH advised that a paper describing the concept can be shared with a patent specialist to see if there is an angle to make it patentable.

Action: KM to provide concept of the training programme for patent specialist.

MA to ask David Noon at Deloitte and Ceris if either would be willing to do a training course on the legal obligations of trustees of a charity.

Action: MA to ask David Noon at Deloitte and Ceris if either would be willing to do a training course on the legal obligations of trustees of a charity.

3 Strictly Confidential: The information contained in this paper is confidential and must not be reproduced or disclosed to others

Actions and Minutes - Governance Advisory Group Meeting - 3rd June

MH sending biog. and photo to JS for new website.

Action: MH sending biog. and photo to JS for new website.

MA pointed out that a letter needs to be signed to officially engage Ceris.

Action: KM to sign letter to officially engage Ceris.

4 Strictly Confidential: The information contained in this paper is confidential and must not be reproduced or disclosed to others