North Yorkshire Moors Railway General Discussion

I'm sure we will never agree on the merits or otherwise of a Nominations Committee. Suffice to say that the Charity Governance Code compiled by a wide range of organisations promoting volunteering suggests that charity boards should consider using Nominations Committes as part of their duty ensure that their composition includes trustees with appropriate skills, competencies and qualifications. In using a Nominations Committee the NYMR is following recommended best practice.

 

That's a very good point Tom. The tendency to blame "them" is all too common. However, as suggested in another post the argument about understanding the railway "as it is" applies just as much to paid staff. That may be a very good reason for them serving as volunteer directors or trustees.

 

And, not for the first time, my point is not that the use of a nominations committee is a bad idea, but that implementing such a committee with veto power is deeply problematic. As a member of the National Trust, I am aware both that there is a nominations committee, and that it limits its remit to recommending certain candidates (with rationale) - leaving the field clear for a range of candidates, both cranks and representing very different views to the current board. Their restraint in the use of veto power is admirable.

It is also wholly misleading to say "members can vote against candidates if that nominations committee restricts who may stand and/or limits the number standing to the number of vacancies.

That debate is not new and neither us are likely to have anything new to say on it. However, in the context of having "insider" or "outsider" candidates, the key point is the health of the board, and it's willingness to embrace diversity of opinion while pursuing common strategic goals.

 

All that having being said, the crux of the matter is that there needs to be a balance between internal experience and external experience and new ideas, whether there exists such a balance at the moment I can't say.
Had I still been a board member at the time, I would have argued against the free pass and would have suggested instead a limited number of free days to be used outside of the peak holiday season.
An approvals committee that blocks candidates and AGM motions rather than just saying which candidates and motions are approved creates the appearance of a clique or of resistance to alternative view points. It is the optics of the system that generates ill will towards the hierarchy.
However, none of the above would cause any ripples at all if the business was being operated on a sounder financial footing with expenditure being matched to income with a better distribution between maintenance and staffing budgets.

Sawdust.

 

I also suspect that NYMR is somewhat the canary in the mine for major heritage railways using that kind of Gift Aid structure.

 

Thanks for pointing out that the conditions for Gift Aid are set by HMRC. If a railway opts for Gift Aid without an additional 10% price uplift it must allow 12 month free return for the 12 months following the transaction apart from up to no more than five days. The income boost from the effective 25% increase in ticket receipts was initially very successful with around the predicted 20% of passengers taking up the free return option. Over time that percentage increased which is a lesson learned although even higher percentages are only a revenue loss if returning passengers would otherwise have paid for further trips. It's manifest that heritage railways are going to have to adapt their business models. More or less of the "same old" is unlikely to provide salvation. The courage to try new ticketing models and services should be seen as a strength.

 

Can you point to the source of that best practice?

This is what the Charity Commission says about appointing Trustees: https://www.gov.uk/government/publications/finding-new-trustees-cc30/finding-new-trustees

I couldn't find any explicit reference in there about having a Nominations Committee, but rather simply that a charity adhered to its own governing document in terms of selection.

It is notable in the process that one of the main headings is "Remove barriers that may limit your candidate pool" i.e. the objective is very much framed from a view point of making it as easy as possible to attract a diverse range of potential trustees, not to artificially limit that choice. The guidance has recently been rewritten (May 2025) and a major driver of that rewrite was a research finding that charities are too insular in appointing trustees.

I think it is proper (and the guidance allows for that) that you may have specific skill profiles that you want, and you can set out job descriptions for that. The charity of which I am a Trustee (albeit a small one) is currently looking for a Treasurer to take over from the incumbent, so we have been up front that that is the skillset we are looking for. But beyond that, our Governing document says Trustees are elected by the membership, not appointed by the board - so if we have two potential candidates, it is for the members to decide.

I can't find any official guidance online that recommends nominations committees. Where I can find charities that use them, the role seems to be simply an advisory one - in other words, the nominations committee advises the Board (who are accountable) about whether they recommend a candidate or not; and the Board may then choose to convey that recommendation to the members (if the Governing Document sets out that the members elect Trustees). It feels deeply flawed for a Nominations Committee to prevent an eligible candidate standing at all; and I cannot find anywhere where such a process is recommended.

Tom

 

Yes Tom, The Charity Governance Code developled by a range of interested bodies including the National Council for Voluntary Organisations with the Charity Commission recorded as an observer. It's an option for the Nominations Commitee to make recommendations as to candidates' suitability. Of course that means , even if the NC don't say it, that other candidates are not considered to be suitable. In a situation of one member one vote by post or electronically the net result may well be the same as the Nominations Committee selecting candidates by interview and using a skills matrix to determine priorities.

 

I'd go further, and suggest that if asked, the CC might be likely to advise against on the basis that it runs contrary to their policy of encouraging a diversity of trustees. I am a trustee of a charity that has a nominations committee, and it is notable that the committee does not intrude upon trustee elections at all, while being very active in other areas.

It should, and as someone who works on projects, the stock advice to stop rather than keep going on is ringing around my mind.

However, what is coming across is not that there is courage to change, but internal dissension and inability to communicate to prospective customers. The strategic intent seems unclear, at best, and the resulting reactions owing more to short term expediency and, I suspect, a mixture of board meeting timings and an organisation that isn't good at communicating information upwards.

 

Two points. One, it is not CC guidance but an alternative ad hoc body. Second, the ability of a nominations committee to block candidacies is an extrapolation way beyond what the guidance actually states.

 

A link would be helpful.

“Making recommendations” is not the same as not putting a suitably eligible candidate on the ballot sheet. There are certain legal factors that exclude you from being a trustee, and an organisation may also have its own rules (for example, on length of prior membership) but if those are met, I cannot see how a nominations committee can legitimately prevent a candidate from standing.

The charity’s Trustee Board (not the nominations committee itself, which can only advise, not direct, the board) may choose to give its preferred candidates, but I can’t see that it can prevent in absolute terms an eligible candidate from standing. Certainly that seems to run directly counter to the spirit of the Charity Committee guidance, which is explicitly framed around increasing the pool of candidates.

Tom

 

What @Lineisclear doesn't spell out is that the governing documents for the NYMRT expressly provide this capacity for the nominations committee. He is possibly too modest to refer to his major role in their drafting.

 

I've just looked up "Charity Governance Code" online, and gone to the section entitled "Board Effectiveness". I note some comments therein (copied verbatim):
5.1 The board’s culture, behaviours and processes help it to be effective; this includes accepting and resolving challenges or different views.
5.3 The chair enables the board to work as an effective team by developing strong working relationships between members of the board and creates a culture where differences are aired and resolved
5.6.1 The board has, and regularly considers, the mix of skills, knowledge and experience it needs to govern, lead and deliver the charity’s purposes effectively. It reflects this mix in its trustee appointments, balancing the need for continuity with the need to refresh the board.
5.7.1 There is a formal, rigorous and transparent procedure to appoint new trustees to the board, which includes advertising vacancies widely.
5.7.2 The search for new trustees is carried out, and appointments or nominations for election are made, on merit against objective criteria and considering the benefits of diversity on the board. Regular skills audits inform the search process.
5.7.5 If a charity’s governing document provides for one or more trustees to be nominated and elected by a wider membership, or elected by a wider membership after nomination or recommendation by the board, the charity supports the members to play an informed role in these processes

I'm sure there's more, but if I were a representative of the Charity Governance Code, I'm not sure I'd be happy at being represented as suggesting that the Nominations Committee should have veto power - or that members should have their choices constrained.

 

I know we have sort of done gift aid rules to death but I am still very confused as to why the NYMR gives something (be it a free pass or a 15% voucher), when two name two Didcot and Quainton push gift aid prices and yet as far as I can see, not have visited either for a while, still offer nothing extra for the gift aid price as was the case during my last visits.
Is it because the NYMR goes from A to B rather than a fixed location?
https://didcotrailwaycentre.org.uk/article.php/11/opening-times-prices
https://bucksrailcentre.digitickets.co.uk/event-tickets/43761?catID=43716&

 

It is because they offer the alternative option, of charging a premium to Gift Aid, without exercising the right to offer a voucher.

 

So why does the NYMR not do that then?

 

Because they chose not to.

Speculating, based on what has been posted here, the voucher offer was recognition that asking people to pay a 10% premium to Gift Aid might not be an easy sell - doubly so where those customers had previously purchased annual tickets.

 

A pilot scheme with limited scope could give you an idea of possible impact before going all in on the gift aid scheme.
Also a limited scheme without gift aid might actually see a greater economic benefit.

Sawdust.