Governing Board electoral and appointment procedure

An official Cochrane policy. Last updated October 2018.

Sections of this policy:

Summary

Cochrane is legally constituted as a UK charity and company. Individuals who are elected to the Governing Board become Trustees of the Charity and Directors of the Company.  There are very specific and serious legal duties and obligations for Trustees under UK charity law and UK company law. All Board members must adhere to the Governing Board Charter and agree to the Code of Conduct.

A new term, Cochrane Governing Board, was introduced to replace “Steering Group” in 2016. Since the foundation of The Cochrane Collaboration as a UK-registered Charity, the Steering Group/Board members have been the Trustees of the charity; there was no change to this in 2016.  The Board usually comprises at least 13 members:

  • At least seven elected members
  • At least six appointed members
  • Two of these 13 members serve as Co-Chairs (they may be elected or appointed members and are selected by the other Trustees to take on these roles)

All Board members are expected to:

  • Act at all times in the best interests of Cochrane as a whole organization, and in accordance with its vision, mission and values;
  • Uphold high standards of governance;
  • Set organizational strategic direction and policy, and review these on a regular basis in order to continue to be responsive to the changing environment in which the organization operates;
  • Delegate to the Chief Executive Officer (CEO) and the Editor in Chief the authority to determine how best to achieve the strategic objectives and to manage the charity's day-to-day business‬‬‬‬‬‬‬‬;
  • Monitor the achievement of the strategic objectives and compliance with the policies established;
  • Oversee the charity's financial reporting and disclosure.

A detailed electoral and appointment procedure is provided below, including information on how candidates are nominated, and policies on canvassing and candidate promotion. 

Overview of Board roles

Co-Chairs

The Governing Board has two Co-Chairs, to share workload, utilize complementary skills and experience, and permit continuity through the Co-Chairs stepping down at different times.

Eligibility

The Articles of Association (Section 18) give the Board powers to appoint Co-Chairs under the terms they determine, provided that at least one is a member of Cochrane.

Currently, the Board says that anyone who holds or has held a leadership position within Cochrane is eligible to apply for the position of Co-Chair. Experience of membership of the Board is advantageous but not essential.

Individuals may not begin service as a Cochrane Co-Chair if they have a current conflict of interest with any commercial company with a direct interest in the findings of Cochrane Reviews, such as pharmaceutical companies or device manufacturers, including funding, holding paid or honorary positions (including board memberships), or other conflicts. Candidates with these conflicts may stand for appointment, but are required to step down from those positions or otherwise end the conflict before being eligible to take up their position.

An election for Co-Chair is usually held annually from amongst the members of the organization. Responsibility for selection of the most appropriate person from amongst the nominated candidates rests with the Board.

Attributes

The Co-Chairs are expected to have leadership skills, be fully consultative, have vision, be adept at dealing with people, be able to solve problems and resolve conflicts effectively, communicate well, and be able to represent Cochrane in a variety of different settings.

Responsibilities

Co-Chairs agree upon an appropriate division of responsibilities, which include:

  • Chairing Board meetings and various Board sub-committees;
  • Chairing Cochrane's Annual General Meeting;
  • Facilitating strategic planning by the Board;
  • Advising and guiding the Chief Executive Officer (CEO), the Editor in Chief and the Central Executive Team in working towards delivery of the Cochrane's Strategy;
  • Serving as official spokesperson(s) for Cochrane and the Board, with the authority to delegate this responsibility to others;
  • Responding to issues raised by members of the organization, outside the remits of the CEO and the Editor in Chief;
  • Pursuing those initiatives and projects agreed by the Board to be the responsibility of the Co-Chairs;
  • Conducting the performance appraisal of the CEO.

Time commitment

There is a need for a minimum of eight hours per week for the Co-Chairs combined, but with an expectation that a combined total of up to thirty hours per week might sometimes be needed (not including the full-time requirements at the times of the face-to-face Board meetings).

Remuneration

Cochrane’s Articles of Association allow the organization to remunerate its Co-Chairs, where necessary, for work conducted on behalf of the organization, up to a maximum of one day per week per person, pro rata. This cap is set by the organization and reviewed as necessary.

Term of office

The Co-Chairs hold office for two years. They may continue to hold office for a further two-year term with the approval of the Board. After completing two terms, an individual may not stand again until after a break of three years, after which they are eligible to stand as a member of the Board, but not to stand again as a Co-Chair.

Elected and Appointed Members of the Governing Board 

The Governing Board is usually comprised of at least 13 members (seven elected members and usually at least six appointed members). Two of the 13 members serve as Co-Chairs.

Elected Members 

Eligibility 

Cochrane’s Articles of Associations stipulate that a majority of the Board must be elected members.

To be eligible to stand in elections, candidates must:

  1. Accept the Terms and Conditions of Cochrane Membership and have been a Cochrane Member for at least 30 days prior to the close of voting in an election.
  2. Read the following guidance produced by the National Council for Voluntary Organisations in the UK:
  3. Accept the Governing Board Charter.
  4. Accept and commit to adhering to the Code of Conduct for Trustees.
  5. Complete a Cochrane ‘Declaration of Interest’ Statement.
  6. Complete the ‘Trustee Eligibility Declaration’ required by the UK Charity Commission for all Trustees.

To confirm eligibility and access all the resources listed above, candidates should complete the Elected Member Candidate Statement, downloadable below.

Attributes

As part of the call for nominations elected, prior to each election the Board will identify key areas of skills and experience considered to be essential to the effective operation of the Board, and to strengthen the practice of governance for Cochrane.

While no individual candidate is expected to cover all areas, the Board will seek to ensure a balance and that each area is covered by at least one Board member. In order to target essential skills and experience, the Board may revise the list of key areas sought for each election. A list of key areas could include:

  • Charity governance
  • Evidence-informed health care or policy
  • Editorial policy and publishing
  • Consumer engagement
  • Knowledge translation, communication and/or advocacy for evidence
  • Organizational finance
  • Organizational governance

Candidates may be elected with any combination of the required areas of expertise. Where the elected members of the Board do not collectively provide experience against each area, the published expertise requirements for the next election and the selection of appointed members may be targeted to ensure each area is covered. The Board will actively seek diversity of gender, geographic location, language and other considerations of equity.

Appointed Members 

Eligibility

The Articles of Association (Section 15) give the Board powers to appoint anyone as members of the Board, although an appointment must be ratified by Cochrane’s members at the Annual General Meeting following the appointment. However, in 2016, the Governance Reform Working Group suggested that individuals who hold, at the time of selection for appointment, a staff, editorial or leadership position in any Cochrane Group (including positions such as deputy or executive directorships or membership of a Group Executive) should not normally be appointed as they would normally stand for election as an Elected Member.

Individuals may not begin service as an Appointed Member if they have a current conflict of interest with any commercial company with a direct interest in the findings of Cochrane Reviews, such as pharmaceutical companies or device manufacturers, including funding, holding paid or honorary positions (including board memberships), or other conflicts. Candidates with these conflicts may stand for appointment, but are required to step down from those positions or otherwise end the conflict before being eligible to take up their position.

The number of appointed members may be adjusted depending on coverage of key areas of expertise within the Board membership. Where all key areas are considered to be met, fewer appointments may be made. 

Candidates will be identified following advertisement. Successful candidates are selected and appointed by the current members of the Board, in the same manner as selection of Co-Chairs. To be eligible for membership of the Board they must:

  1. Read the following guidance produced by the National Council for Voluntary Organisations in the UK:
  2. Accept the Governing Board Charter.
  3. Accept and commit to adhering to the Code of Conduct for Trustees.
  4. Complete a Cochrane ‘Declaration of Interest’ Statement.
  5. Complete the ‘Trustee Eligibility Declaration’ required by the UK Charity Commission for all Trustees.

To confirm eligibility and access all the resources listed above, candidates should complete the Appointed Member Candidate Statement, downloadable below.

Attributes

As part of the call for nominations, prior to each election the Board will identify key areas of skills and experience considered to be essential to the effective operation of the Board, and to strengthen the practice of governance for Cochrane. The key areas may overlap with those identified for elected candidates, but may also reflect skills and perspectives likely not to be found among elected members. They may include:

  • Board membership or other leadership of a large not-for-profit organization
  • Financial management and business development in the not-for-profit sector
  • Healthcare or other publishing
  • Patient/consumer engagement in evidence production and health policy
  • Evidence-informed health care
  • Evidence-informed guidelines and policy
  • Organizational operations across an international network
  • Technology and data analytics
  • Health economics
  • Primary research
  • Legal expertise
  • Education and learning
  • Communication and knowledge translation

 

The following applies to Elected and Appointed Members: 

Time commitment

Members are expected to attend at least three, and up to four, face-to-face Board meetings each year, and additional meetings by teleconference as set by the Board. They should also attend the Annual General Meetings of the Charity. The Annual General Meeting is generally held alongside one of the face-to-face meetings of the Board and does not require additional travel. 

Throughout the year, members should contribute actively to the business of the Board, staying up-to-date with current issues within and affecting the organization, contributing to such sub-committees or working groups as may be established on particular issues, and responding appropriately to requests for input by email.

It is anticipated that the workload associated with this role is equivalent to approximately 1-2 days per month over the course of each year.

Remuneration

All reasonable travel and accommodation costs of attending meetings and fulfilling the responsibilities of Board members will be reimbursed. Please see the Board expenses policy for more information.

Term of office

Board members serve for a period of three years. At the end of three years, they are eligible to stand for re-election or re-appointment for one further term of three years. They may then only stand for re-election or re-appointment after a gap of three years.

Electoral and appointment procedure

Co-Chairs

The Board appoints the Co-Chairs. Candidates should be nominated by three members of Cochrane as defined by the Membership Terms & Conditions, including a current member of the Board. Current Board members may only nominate one candidate each. 
Candidates standing for appointment must submit their nomination by email to the Central Executive Team at the specified email address, by the specified deadline, including:

  1. A completed Co-Chair Candidate Statement [currently in revision], which includes a declaration of conflicts of interest (including direct and indirect conflicts, and professional relationships to other members of the Board, and other boards they may sit on).
  2. Letters of Support from three Cochrane members acting as 'nominators' for the candidate, including one current member of the Board*, supplying the following information:
    1. Name and role in Cochrane of the person writing the Letter of Support.
    2. Statement about the capacity in which they know the nominee, why they consider the nominee to be an appropriate candidate in the light of the Co-Chair job description as set out in this policy and the extent to which they think the nominee has the necessary attributes.

* Note however that a serving Co-Chair is not permitted to provide a Letter of Support for a fellow Board member standing for a Co-Chair appointment

The Co-Chair Candidate Statement of the successful applicant (i.e. the new Co-Chair) will be published on the Cochrane Community website and will remain on the website against the name of the Co-Chair for the duration of their term on the Board.  For this reason, the Co-Chair Candidate Statement document template must be used; and full addresses, email addresses and/or unencrypted e-signatures excluded. Photographs (including personal headshots) are also not permitted.

Where an individual is selected as Co-Chair but is not a member of the Board, they are an appointed member of the Board (under Article 15.2 of the Articles of Association) and count as such in determining the proportion of elected and appointed members. This appointment must be approved at the next Annual General Meeting. The term of a newly appointed Co-Chair usually begins at the following face-to-face meeting of the Board.

If an individual is selected as Co-Chair during the same electoral process in which they are standing as an elected member, the candidate will be appointed, not elected, as a Board member and will withdraw from the election process.

Elected Members

A member of the Central Executive Team will be nominated as the Electoral Officer, and will be responsible for all required business dealing with nominations, elections and advice to candidates.

The timetable for the electoral process is set by Cochrane's Central Executive Team (CET), and should be conducted once each year.

Steps to be factored into the timetable include:

  • Call for nominations
  • Deadline for nominations
  • Announcement of names of candidates
  • Distribution of a URL for the web page where voting takes place
  • Deadline for receipt of votes
  • Count of the votes, and independent double-check
  • Announcement of election results

The call for nominations will be published by the Electoral Officer within Cochrane news channels, and all member Groups notified, with at least three weeks' notice before the deadline for nominations.

Candidates standing for election must submit their nomination by email to the Central Executive Team at the specified email address, by the specified deadline, including:

  1. A completed Elected Member Candidate Statement, which includes a declaration of conflicts of interest (including direct and indirect conflicts, and professional relationships to other members of the Board, and other boards they may sit on).
  2. The names of two Cochrane members acting as 'nominators' for the candidate. Note that since October 2018, nominators are not permitted to provide letters of support for candidates. They must be Cochrane Members, but they do not have to be in a leadership position in the organization.
  3. A recent photograph (headshot) of the candidate. Note that since October 2018, headshots are permitted and are optional. The aim of allowing photos is to increase the visibility of candidates and interest in the elections.

The Candidate Statement, photograph and names of the nominators will be published on the Cochrane Community website during the elections process, and the Candidate Statement and photograph will remain on the website against the names of the new members for the duration of their terms on the Board. For this reason, the Candidate Statement document template must be used; and full addresses, email addresses and/or unencrypted e-signatures excluded.

The Candidate Statement must specify the candidate's expertise against the published list of core areas of expertise identified by the Board as critical for its operation. This list may be amended from time to time by the Board, but not during the course of an election.

Nominated candidates' names will be announced on the Cochrane website immediately following the nomination deadline, in alphabetical order (by family name), with the nominators' names. There will be a period of one week between the nomination deadline and the opening of voting to allow any disputes about eligibility to be resolved.

Voting 

All members as defined by the Membership Terms & Conditions, will be entitled to vote in the election. Every member has one vote. The election will normally be conducted electronically via the Cochrane Community website, and be managed by the Central Executive Team.

Members of staff of the Central Executive Team (CET) are eligible to vote in Board elections. However, this excludes CET staff with access to the results of the voting form during the running of the election (usually one or two members of Information & Technology Services), who are not eligible to vote. A detailed discussion of eligibility is provided in the section below under the Special Considerations for Staff.

The Electoral Officer will disseminate the URL of the online voting system where votes may be cast by e-mail to eligible voters using data generated from the Archie database (or successor membership databases).

Voting will be conducted via a password-protected online system. Each eligible voter must log in using their Cochrane password and register a vote for one or more of the candidates. Login details are used to identify unique voters and prevent the casting of multiple votes, but information on the vote of any individual voter will be kept confidential by the electoral officer and any IT staff supporting the election process.

Voters can cast a number of votes equal to the number of vacancies, and each vote has the same weight. The candidates with the highest number of votes will be declared elected. Vote counts are double-checked by two members of the CET. In the event of a tie, the Board as a whole has the deciding vote. The number of votes that each candidate has received in the election is publicised, together with the announcement of the results.

The term of a newly elected member begins on the date the election results are announced.

Canvassing and candidate promotion

Cochrane places high regard on minimizing bias, promoting access, and enabling wide participation. For these reasons, canvassing for specific candidates is prohibited.  It should be noted that:

  • Any Cochrane member, Group or committee may encourage members to participate in elections without endorsing specific candidates;
  • Cochrane leaders or leadership committees (such as Executives) should not publicly endorse specific candidates.

Communication mechanisms:

  • Official Cochrane communication channels (including but not necessarily limited to email lists, Group email addresses, Group and/or central social media accounts and Group/or central newsletters) should not be used to endorse specific candidates;
  • All official communications should direct voters to the official elections page with the list of all candidates standing, in alphabetical order by family name (the option of duplicating this list on the page with the original communication is permitted). Standard text will be provided by the Central Executive Team to facilitate this during each election;
  • Candidates may post promotional messages on their own social media profiles but may not post promotional messages/comments to Cochrane's official Facebook account;
  • Tagging of Cochrane's Twitter account is not moderated, but where election-tags are noted, the administrators will also post a link to general information about the election including all candidates (as above).

Appointed Members

A call for nominations will be published through appropriate public channels with at least three weeks' notice before the deadline for nominations.

Candidates standing may nominate themselves and must submit their nomination by email to the Central Executive Team at the specified email address, by the specified deadline, including:

  1. A completed Appointed Member Candidate Statement [currently in revision], which includes a declaration of conflicts of interest (including direct and indirect conflicts, and professional relationships to other members of the Board, and other boards they may sit on and any employment or other financial relationships with pharmaceutical, device, tobacco or other for-profit companies in the past 10 years).
  2. A copy of the candidate's Curriculum Vitae (Resume) with full address and other contact/personal status details removed.
  3. A recent photograph (headshot) of the candidate.

Candidate Statements, photographs and Curricula Vitae of successful applicants (i.e. new members) will be published on the Cochrane Community website and will remain on the website against the names of the new members for the duration of their terms on the Board.  For this reason, the Candidate Statement document template must be used; and full addresses, email addresses and/or unencrypted e-signatures excluded.

Nominations will be distributed by a member of the Central Executive Team to the members of the Board, who will select the successful candidate(s) considering their skills and experience, and the current skills and experience profile of the Board.  A candidate may be specifically appointed to address a prioritised area of expertise identified by the Board. Where an appointed member of the Board is standing for re-appointment, they will not participate in the decision-making process.

The term of a newly appointed member usually begins on the date the results are announced. According to Cochrane’s Articles of Association, the appointment must be ratified by Cochrane members at the first Annual General Meeting following the selection process (Section 15.2.2.).

Where no nominations are received, or the Board determines that the nominated candidates are not appropriate for selection, the position(s) will be re-advertised within one month of the deadline for nominations or the Board’s decision, whichever is later.

Special considerations for staff

Legal context

Cochrane is a charity and jointly-registered Limited Company under UK law (registration number 1045921).

The UK Charity Commission, in its publication, The Essential Trustee – What you need to know, states that:
"Generally, a trustee cannot become an employee of their charity nor can an employee become a trustee. The exceptions are where the governing document of the charity explicitly authorises it, or if permission has been given by us or a court of law."

In noting that there may be exceptions, the Charity Commission makes it very clear that these are unusual. Examples where it might be appropriate include short-term and specific tasks where it may be simpler and cheaper for a trustee to perform the work, rather than engage a third party, for instance, where a Board of Trustees has a solicitor on the Board, and some legal work needs doing, or where some decorating needs doing and a trustee is a decorator. But these are still exceptional circumstances, not usual, and would not include the position where an individual works for the charity on an ongoing basis, for instance, providing ongoing legal services rather than a one-off situation. The primary concern for the Charity Commission is that salaried employees would have clear conflicts of interest should they be on the Board of their employer.

The Charity Commission has approved a specific exemption for Cochrane's Co-Chairs, who may apply for a specific level of reimbursement for their organization to compensate for the substantive hours required for their work on the Board (up to one days per week).

Why is Cochrane different?

Many people who provide Cochrane's core services, whose salaries are paid for fully or in part by the Cochrane, are in fact employed by other organizations. This places them in a difficult position in relation to their directly-employed colleagues, and leaves them open to accusations of conflict of interest should they stand for office. Cochrane also places high regard on transparency, explicitness and avoidance of bias. Cochrane established a policy to clarify this situation.

The following groups are not eligible for membership of the Board:

  • Directly employed Cochrane staff, such as the Central Executive Team (CET);
  • Employees of contracted partners and service providers. These would include, for example, the staff of our publishing partner, Wiley, and the employees of our auditors;
  • In general, seconded staff employed by third party organizations providing services on behalf of Cochrane, where the CET pays all or some of the salary costs for the secondment (at least 0.2 FTE), and whose secondment will last for a period of more than six months from the date that they are elected to the Board. At the discretion of the Co-Chairs this category may be over-ridden where the circumstances warrant an exemption.

The following are eligible to stand for election:

  • Anyone not listed in the above categories and who is not ineligible for other, non-employment related reasons;
  • People undertaking project work as a result of a grant or other similar funding process, such as the Methods Innovation Fund;
  • People employed by a Cochrane Group, as distinct from Cochrane's CET;
  • People working with, supervising, or being supervised by a person ineligible to stand for election under the list above (normal rules for declarations of interest would apply).