Which Wiki

What is the Which Wiki about?Edit
Several things but particularly the governance and the workings of the Consumers' Association Ltd over the last decade. The reason why it is interesting is that Council, nominally in control of Which? Ltd, has presided over an ill-fated commercial venture to India with a total cost of £14.94m, subsidising Which? Financial Services Ltd to the tune of £18m, and paid away £2.24m to four executives as bonuses.

There is also a question as to the continued ignoring of the Articles of the Association, and also the running down of the number of members who actually receive the Accounts and can receive the Minutes of the AGM. It now stands at less than 1% of all subscribers.

WhichWiki also looks at the way the commercial arm Which? Ltd works and what it offers to subscribers and the value of its offering. We also offer a vision at what Which? should be doing better.

3/6/16 This site has evolved since 2014/15 so parts of it are still based on the knowledge available at the time.


 * Minutes from 2004 forward; Resolutions; and Articles of the Company thirteen pages
 * Shareholders: Index of Subjects six pages
 * Connectedness
 * Conversations: Resolutions
 * Competence: Products

Essentially I think subscribers would very much welcome a "Whichpedia" [or CAWiki] where entering a single search term brings up all the information available - essentially very like a Wikipedia but more closely guarded from random or mischievous entries by utilising Which? staff.

For instance if I wish to search sunglasses Which? provides me with nine articles of which several do not relate to sunglasses at all. One of the articles is only seventeen lines long. This is not useful. June 2016 Sunscreens test is quite interesting. What is not very clever is there no mention made that around 10% of the UK population react adversely to a common biocide in many sunscreens. It also does not mention the superiority of EU sunscreens to ones you might buy in the US when on holiday. Not useful.

25/8/16
Well the AGM Notice is out and finally this new improved Council looks like it is addressing one of the unsatisfactory aspects of Governance. That is the separating of the Accounts from the voting papers which must be unique for any company. Council has however baulked at the most important change which one might expect to find in any consumer membership charity.

Council is forcing members to spend their own money in mailing shareholders that there are problems and that until members have the ability to bring forward Resolutions there will continue to be a grave weakness with Which?. This is the current Articles require that 5% of the shareholders support the Resolution and they get to pay the costs which would be around £8,000. This is totally unsatisfactory given so many charities, as diverse as the National Trust and Terence Higgins Trust, believe if 50 members are upset about some matter than perhaps the subject should be formally brought before all members so a discussion and vote can result. And this without any cost to the proposers of the Resolution.

3/6/2016
There has been a pause in this site being updated post-AGM to see how the new Chairman and Council have acted. Regrettably things are not as good as we might have hoped. This is due to a stonewalling of the Open Letter sent to Council in December 2015 to which we have only just had a reply. The reply essentially a mix of "put-off" and "no-change necessary". You may need to join to see the Open Letter thread and answer.

http://member.community.which.co.uk/?plckForumPage=ForumDiscussion&plckDiscussionId=Cat%3a406e2499-f621-4a50-a343-def5d243b41fForum%3a4de3cb67-23d5-4b0d-b7e0-aefdb8fe816bDiscussion%3a067616df-1dca-4f36-a772-e5a2ea904da4

What has happened is the introduction of the first Half-Yearly review sent to members in March 2016 which explained several things including a defence of the £2.24m bonus but undertaking it would not be repeated. However for a Half-Yearly review it was remarkable in failing to mention at all the appointment of two co-opted Trustees a fortnight after the last AGM; and the names of the three successfully elected Trustees.

One of the most basic tenets of any company is that the members of the company are told the names of those who direct it. To remedy the ommission:

Co-opted 1st December 2015      Mike Tye,   and  Jonathon Thompson

Elected January 2016                 Shirley Bailey-Wood, Melanie Fuller, and Donald Grant

biographies here http://www.which.co.uk/about-which/company-info/which-council/

4/9/2015
Well at the end of the August we received the voting forms for the AGM and also details of the Resolutions. One the Trustees want us to support and another that they have agreed to put forward but urge members to vote against.

The quick answer is to vote Yes to both Resolutions. When it comes to the Accounts I cannot see how anyone can vote to accept them sight unseen. So if you wish to clear your decks and respond now please either tick for Abstain OR vote against.

Obviously you still have not seen the Accounts however the last financial year 2014/15 is the final year for transferring money to the LTIP plan for four executives. So you may think of it as a protest in anticipation against this years transfer and the over £1m transferred last year.

Usefully the National Trust Accounts are now out and we can see a business that generates just under half a billion pounds a year can be run effectively with the most expensive earner on less than £220,000. That is still a large amount but is £110,000 cheaper than our CEO and £30,000 cheaper than our CEO's deputy.

And I see no mention of 100% of salary bonuses! I will be writing more widely as I am conscious that a 75% vote in favour is required.

Anyway happy voting.

20/7/2015
Rather remiss of me I have omitted to post the news that the Consumers' Association have advised that the new Chairman will be Tim Gardham who will be leaving his role at Ofcom in December. He and the current Chairman worked together in 2004 on writing a report on the BBC.

The official announcement as per the Community Forum on the 15th July :

Chair of Council

Hi all,

''Which? is delighted to announce the appointment of Tim Gardam as its new Chairman of the Consumers' Association''

''Tim ''Gardam will officially join Which? as Chairman of the Consumers' Association Council from 18 November 2015. He brings with him 25 years of experience at the helm of some of the UK’s biggest institutions.''

''He has been a member of the Ofcom Board since 2008 and is Chair of the Ofcom Content Board. He is also Principal of St Anne’s College, Oxford. During his career in media, he was editor of BBC's Newsnight and Panorama, and Head of BBC Current Affairs Programmes. He also served as Director of Programmes at Channel 4 and launched Channel 5.''

''Tim joins the organisation at an exciting time, with revenues of the Which? Group topping £100m for the first time this year, enabling the organisation to invest record amounts in its charitable work and fund growth of new ventures in sectors where consumers are not getting the best deal. Which? is now the largest independent consumer body in the UK with 1.2 million members and supporters. ''

''Tim will replace Professor Patrick (Paddy) Barwise who has been Chairman since 2010. Paddy has helped oversee a period of continued growth in charitable investment and played a large part in increasing Which?’s investment in policy, research and campaigning.''

thanks,

Chaymo

As comments are invited there have been some suggestions as to what the new Chairman might do which are quite interesting.

19/6/2015
Most of you in email contact will have received the news about Resolutionsand will hopefully be replying in the next few days. I have also written to those who are  sympathetic to change. I doubt that there will be time to have a reply by the 29th however many have already supported the original Resolutions.

It is distinctly gratifying that Council will at least consider them - the number put forward by Council will be interesting.

I have belatedly recalled two that I should have proposed and they are:

Candidates must have been a Consumers' Association member for year.

That the nominations committee can recommend candidates for election but all candidates can run. [In 2014 there were 15 candidates, the highest number for years apparently, but the Nominations committee felt that their chosen criteria meant the runner-up in 2013 was not allowed to run] [ Again the ability for Council to co-opt six Trustees and appoint sub-committees means that specialists can be recruited]

20/05/2015
As you probably all know I was inspired to action by the huge salaries paid to our senior executives combined with a decline in quality of some of the charity's output. The introduction of the LTIP scheme only convinced me more that our Trustees had lost the plot. I quote below, from the Accounts, that a maximum pay-out is indeed possible and that we have put aside over 5% of our profit to cover the potential pay-out.

I believe, much to my chagrin, that Which? may well be the charity that really makes the news this year. Many charities have commercial arms however so far as I can find none of them feel the urge to reward company executives like our Trustees do. In my enquiries I have been fortunate to speak to an ex-charity CEO who was astonished at the largesse.

Per 2013/14

'' The highest-paid commercial employee within the group was paid £251,000. The Group Chief Executive was also paid £251,000 for running the commercial activities. These salaries have been benchmarked against other similar commercial organisations. ''

'' Five senior employees across the group are currently included in Long Term Incentive Plans. The plans have been implemented to ensure that the employees with commercial responsibilities are incentivised to deliver transformational growth and long-term success for the organisation. Awards, which are based on the commercial component of each individual’s salary, will be awarded only if such exceptional growth is delivered and subsequently verified by independent valuation experts. ''

'' The original scheme, which involves the achievement of valuation growth across the whole group, is now two thirds of the way through. The latest valuation indicates that that Group performance is on schedule to meet the maximum payout scheme and an appropriate provision has been made in the financial statements. Four employees are included in this scheme. ''

'' A second scheme (which currently includes one employee) is based on transformational growth in the new businesses and is currently one year into the three-year scheme period. Following an independent valuation made into progress of the scheme, no provision has been made in the financial statements. ''

Page 17 Commercial Review



The end of the Consumers' Association Accounting year on the 30th June. The Long Term Investment Plan period will be completed and then perhaps the Trustees will approve a new one. A further LTIP was started in 2013/14 for a single executive; unfortunately we have no details on whether it is a 100% of salary or any other of its terms. If anyone would care to ask the charity are entitled to reveal the broad details to shareholders. You may also like to give an opinion on bonus schemes.

Just to refresh memories the Charity put aside over £1million last year for these bonus schemes. The original LTIP covers four executives and potentially could cost the charity over £2.5million.

You may not be totally surprised to learn that LTIP's, according to the High Pay Centre, does not actually improve performance of commercial firms. Which? remains the highest paying general charity for its top executives with a total package of £330,000 per annum of the CEO dwarfing that of much larger and more complex charities.

For example Cancer Research UK it has six times the income, six times more staff, and 40,000 volunteers staffing its shops, I see its CEO was paid under £240,000 in 2013. A very decent salary by most peoples standards and certainly exceeds that of the CEO of the Nationat Trust by 25%.



P.S.

A new executive director, Richard Taylor , is arriving from Cancer Research UK in August to join old colleagues CEO Peter Vicary-Smith and Which? Board member Chris Gardner who also hail from the fundraising side of CRUK. Though the exact nature of his role was not revealed in this article one assumes the idea is that the same ethos might continue.

<p style="margin-bottom: 0cm; line-height: 100%">http://www.thirdsector.co.uk/cruk-head-fundraising-richard-taylor-become-executive-director-which/management/article/1341886

<p style="margin-bottom: 0cm; line-height: 100%"> <p style="margin-bottom: 0cm; line-height: 100%">

30/4/2015
So now less than seven months to the next AGM and it seems that no progress can be made. I realise that there are probably 4000 shareholder members who I have not yet contacted so if anyone has a spare £2,000 ..... however it does seem criminal to spend money in such a way.

Consider all those charities where 50 members banding together can present Resolutions for the AGM. The National Trust is excellent in this respect. It makes good reading to see the proposition made in under a 1000 words and either supported or not by the Executive in their reply.

The Trustees remain wedded to separating the Accounts and the proxy forms by nearly three months and have posted a convoluted reply on the "New" Which? forum which is being rolled out softly. Very softly as they are unwilling to explain how this is being done

http://www.which.co.uk/account/which-member-community/

As a sample of the information flow and of pulling teeth ...:

21/4/2015, 11:06 AM dieseltaylor

''Roll-out Last week it was mentioned to me by a senior Which? figure that this site had been up and running since November and I wondered how I might have been able to find it other than another member had found it and told me. How is this roll-out being organised? Alphabetically? One hundred a day? only to subscribers who had been members for more than 12 months? on anniversary of joining? The number of names here is very very small. I know it is not easy to get into. So I am wondering how the roll-out is organised.''

'' 21/4/2015, 11:24 AM Shauni Posts: 102 Joined: 28/10/2014 Last Post: 23/4/2015 Re: Roll-out Hi dieseltaylor As we wanted to make the growth of the Community a gradual process, we have sent emails in stages inviting members to join. This was based on factors such as engagement with the organisation and the type of feedback that they've recently given us. If you have any further questions please let me know. Shauni''

''21/4/2015, 1:13 PM dieseltaylor Posts: 63 Joined: 28/6/2013 Last Post: 24/4/2015 Re: Roll-out Would you care to give numbers approached per week? And how do you contact them? You will appreciate that as I brought the matter up at the 2013 AGM of lack of contact and had two meetings regarding this forum being created - I have a vested interest it becoming a viable forum. Lack of numbers is a sure way to kill a forum.''

''21/4/2015, 2:13 PM Shauni Posts: 102 Joined: 28/10/2014 Last Post: 23/4/2015 Re: Roll-out We've sent emails to different sized groups and are continuing to invite more members. I can definitely appreciate your interest, and this is why we are growing the Community slowly to ensure that we create the right atmosphere for more members to join. Thanks Shauni''

'' 22/4/2015, 6:55 AM Ian666 Posts: 165 Joined: 5/7/2013 Last Post: 30/4/2015 Re: Roll-out In Response to Re: Roll-out: " this is why we are growing the Community slowly to ensure that we create the right atmosphere for more members to join. "  Posted by Shauni And how is the 'right atmosphere' defined? What criteria will be applied to decide when it's ready?''

''22/4/2015, 11:18 AM Shauni Posts: 102 Joined: 28/10/2014 Last Post: 23/4/2015 Re: Roll-out Hi Ian666 By right atmosphere I mean a positive Community where other members will feel free to participate in discussions. I'm not quite sure what you mean by ready, can you please expand? Thanks Shauni''

22/03/2015
'''Change ... What Change'''

There was a Council meeting last week and Paddy Barwise remains as Chairman. My message passed via Which? to all the Trustees on February 4th was that change is required, and that perhaps a sub-committee on Governance should be created to improve the Articles has passed with no response.

There is almost an a schizophrenic feel with Which? advising: Effective consumer representation helps regulators and government departments to understand consumers’ concerns and priorities .....

''2. Transparency is essential to ensure trust  Transparency of decision-making is an essential part of good governance. In the  context of consumer representation, it is crucial in order to demonstrate that the  agency is delivering on its consumer-focused remit. Board meetings should''

''therefore be as transparent as possible. This could include holding open meetings''

where there is an opportunity for the Board to exchange views with stakeholders so

that it is clear how decisions are made and they are open to scrutiny and wider

''input. Some aspects of business will be confidential, but the onus should be to be as '' ''transparent as is feasible given the nature of the authority’s work. More generally,''

the authority needs to pro-actively publish the information that informs its

decisions.

Eight strategies to guide effective consumer representation August 2014

You will no doubt not be surprised that organisations like Which? figure large in the recommendations. How much of the advice given does the Consumers' Association and its wholly owned subsiduary Which? Ltd actually demonstrate in terms of transparency and trust?

I have written to Jennifer Oscroft as the senior elected Trustee that the Governance problems cannot be glossed over for ever. Three years after the snap Resolution to reduce the Council to 15 we have a Council of twelve with only six of the required nine elected Trustees and the balance is co-opted; and none of these except the time-barred Paddy Barwise able/willing to be Chairman.

I have suggested that to strengthen Council that perhaps the runners-up in the last two elections be added to the Board as they at least have a some legitimacy to be appointed and bring new blood and youth to a Council where several members have served for decades.

I am conscious we are shortly coming to a time where we may be required to prove that it is not just me and a few members but a reasonable chunk of those shareholders who are on the Net - and have been contacted so far. This year the final 4000 wil be contacted.

Please can I urge you most strongly to sign up at the http://whichwiki.org.uk/forum .

I think 50 would be a satisfactory number as that is the level most good charities allow Resolutions from members to be raised. You are not required to use your real name if it might be embarrassing or you are shy. If you opt to be email contactable by other members there is no direct email link provided until and unless you reply to the person who emailed you - their email address will be with their message.

Well that is it for now. There will be a mailing in the next week - after I have been up-country to see my first grandchild!

Forums
Firstly a new Forum is here: '''http://whichwiki.org.uk/forum [ subsequently closed as the man-hours required to run in and the cost was not worthwhile and as it was launched I was advised that Which? had a new Community Member Forum]'''

Wikia has its drawbacks and in due course most of the information will be duplicated at the associated website. The big advantage of Wikia is that it is free so it will be retained. The new Forum allows any one to post and start subjects and for threads to be followed. Please use it.

In 2013 I was making the case that the Trustees were isolated from the membership and there was no means for subscribers to engage in an open dialogue with other members. I was told in January 2014 the Trustees approved of the idea - subject to caveats. The good news is it does now exist! Which? itself has soft-launched a forum for members. I am not quite sure how far this soft-launch will carry on before going mainstream or indeed it ever will be fully "launched". It can be joined by :

''Opening the Which? site and Logging-In. On the “My Account” page on (top RH side). In the drop-down menu, click on “View Account”. This takes you to your account page, on the left hand side of which there is a list of links headed “In this Section”. Click on the bottom link marked “Which Member Community”. When you reach the forum click on the Getting more involved in the governance of Which? '''link. '

What is happening in Council?
Paddy Barwise remains as Chairman despite becoming time-barred after nine years because he has been appointed as an "Elected" member of Council until the next AGM or until a Trustee can be appointed who IS prepared to be Chairman. A committee of Trustees are looking for this person. You may well think that with the fiddling that resulted in a reduction is size of the Council, and the rejection of able candidates in 2014, and the very strict criteria introduced by Council as who could stand, that Governance is a serious problem for Council - and for that matter for shareholders.

Just for clarity - twelve people currently represents a Board that should be fifteen strong.

The Articles require there to be nine Elected members which due to the decisions of the Council currently only six have been voted for. To make up this Council engineered deficit Council has "appointed" three of its members to fill positions that any Ordinary member could be appointed to. Indeed the presumption would be that you would appoint from outside Council unless it was a very short-term to fill.

Two of the appointed "elected" are co-opted Council members the third is Paddy Barwise despite being time barred from Council.

=== January 2015 === From the point of salaries our CEO Peter Vicary-Smith had a further increase to over £330,000. In 2004 when he joined his pay compared to average earnings was perhaps £80,000 more, in 2014 around £300,000 more.

The highest paid person solely working in the Consumers' Association, the registered charity, earned £198,000 which means they are better than paid than 99.9% of all charity CEO's in the country.

Our CEO collects £80,000 for the 1.5 days a week he spends on the charity side and the balance of his salary £250,000 is derived from his time spent at the commercial arm Which? Ltd. This to many is an artificial distinction as the commercial arm is there to provide a tax benefit and is just a function of what the charity does.

The Accounts show that over 5% [£1.075m] of the charity spending has gone to the potential LTIP bonus fund that will be shared by four or five very well paid executives. The £10.5m loss in India does not seem to be reflected in any reduction in salary or LTIP provision.

The efforts of the Trustees in reducing the number of elected Trustees means that over the combined Boards of 22 people we have only seven properly elected members. It is hard to imagine that when they put the Resolution in 2012 to shareholders that they felt obliged not to mention the ramifications of what used to be the Managing Board of Trustees would be a 15 person body with eight appointees in place.

The Forum mentioned in the Chairman's letter of 15th October to shareholders domiciled at 2 Marylebone still does not exist. The concept was aimed at giving members a channel to be able to take up issues and that Trustees could see them without the filter of Which? executives.

You can take it that I remain a fan of the CA concept but I still believe that the reputational risk to the organisation is very high. Given the talk of collapse of trust by Tesco customers, and the super-rich controlling assets, and Save the Children Trustees allowing an award to be made to Tony Blair I think the public is very sensitive to organisations that feel unbound by ethical considerations.

Obviously works remain to be done by us dwindling number of shareholders. If you want more background information then I list below the various areas to read. If you wish to contact me: TaylorWhich@virginmedia.com

Areas where you can go to see what is available in detail
Shareholders http://which.wikia.com/wiki/Shareholders:_Index_of_Subjects is the collection of letters and data relevant to the charity

Consumers Association Matters http://which.wikia.com/wiki/Consumers Association Matters: Index of SubjectsDiscussion on the matter that affect the way the charity is run such as the decline in members and the connectedness of the Trustees

'''Which? Matters '''http://which.wikia.com/wiki/Which%3F_Matters:_Index covering things like the testing of toasters, drills, - essentially what one finds in the magazine and online

Relevant Documents http://which.wikia.com/wiki/Documents_Minutes_and_the_Articles_of_Association:_Index AGM Minutes and Resolutions that f

Accounts & Income & Expenditure http://which.wikia.com/wiki/Accounts_%26_Income_%26_Expenditure Yet to be used

This comes from a 2009 Parliamentary report after the banking crisis but may be apposite given the Which? 100% bonus scheme :

“''We are particularly concerned that fragmented and dispersed ownership combined with the costs of detailed engagement with firms by shareholders has resulted in the phenomenon of 'ownerless corporations' described to us by Lord Myners. …..Too often, eminent and highly-regarded individuals failed to act as an effective check on, and challenge to, executive managers, instead operating as members of a 'cosy club'.”'' <p style="margin-bottom: 0cm">

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