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Director Elections FAQ's

Who can stand for election as a Director?

Any fully paid up FSB member is able to seek the nomination of two fully paid up members of FSB subject to the following requirements; the National Chairman, Vice Chairman and Strategic Directors must have been a voting member for at least the prior three years.  Non-Operational Directors are nominated by National Council must have served as a voting member of National Council for at least 20 months in the prior five years and have attended at least 75% of the National Council meetings during their period of service.  Nominees must not hold a self-employed service contract with FSB or one of its subsidiaries or any service provider to FSB or its subsidiaries.  As we want to encourage wider participation in our Director elections the nomination of candidates has been made easier.  However, candidates must demonstrate they have relevant expertise and experience consistent with the role. This is a robust validation process undertaken on behalf of National Council by its Validation Committee.  

What are the functions of the Directors?

In addition to their legal duties as Directors under the Companies Act 2006, each Director position has an office holder role description.  These are available to view on the FSB website.  The Companies Act can be found as a pdf document here.  The Validation Committee was set up by National Council to ensure all validated candidates understand the level of responsibility and commitment necessary and have the experience and expertise to make each role successful.

What is the difference between a Strategic Director and a Non Operational Director?

There is no difference in terms of their legal responsibilities under the Companies Act 2006 which is to act in the best interests of the FSB.  All Directors will therefore play a full part in making Board decisions.  However, their specific role functions do differ.  Strategic Directors each have a portfolio role e.g. for finance or policy and will take responsibility for overseeing the delivery of these specific functions effectively.  The Non Operational Directors are nominated by National Council and will attend National Council as non-voting members to report the activities of the Board of Directors. 

Can existing Directors stand for other vacancies?

The Articles do not provide for a serving director to resign their post in order to apply for another vacancy.  This would create a risk that if several of the Board wished to apply for another post and were not successful a number of vacancies would occur.  Therefore, if the director is unsuccessful in their application for another role they would remain in their existing office for the remainder of their term.  If someone stands for an alternative position and succeeds it will create a casual vacancy.

What is the time commitment as a Director of FSB?

The nature of a Director’s role means that it is very difficult to accurately predict the time that will be required and depending on the particular role the time will vary.  There are monthly Board meetings, which normally last a day and are ordinarily held in London which directors are expected to attend, along with meeting with National Council once a quarter.  Outside of this directors should allow enough time for preparation and to gain sufficient understanding of FSB and may be required to attend additional meetings on behalf of the Board and carry out specific tasks.  It is important to recognise that a director’s role is a strategic one and all directors are supported by the professional staff.  The role would be voluntary and other than attendance at Board meetings directors are able to carry out the role how and when they see fit.  It is recognised that directors run their own small businesses in addition to their voluntary role at FSB.

Are Directors employees of FSB?

Directors are not employees of FSB.  They are volunteers and elected officers of FSB.  Directors are supported in their work by employed staff.

Can I be a member of a political party or a Councillor and still be a Director of FSB?

FSB is a non-party political organisation.  Political activities constitute a wide range including say National Trust, Amnesty International etc., however, Party political activism (which would include holding elected office rather than just membership of a party) does conflict with holding a director position in an apolitical organisation like FSB.  In order to work effectively for our members, FSB needs to interact with government and policy makers (whatever their political persuasion) and doing so is easier when FSB can clearly demonstrate that it is not influenced by party politics.

For this reason Directors may be a member of a political party but may not hold an elected office whether related to a Political Party or not.

Directors are required to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.  This covers a very broad range of situations where:

• the director's interest may be actual or potential, and direct or indirect

• the conflict with the company's interests may be actual or potential.

It’s important to also note that conflict of interests, whether perceived or actual, can damage our reputation as well as member and stakeholder trust and confidence in FSB neutrality.

Holding a seat on a local council in itself may not be party political (for instance if the holder was an ‘independent’), however in carrying out that role it is likely that, frequently, the individual will take decisions which impact on local small businesses.  This could present a situation where there is a conflict (or the perception of conflict) between the role of Director of FSB and the role of Councillor.  As this is likely to be a recurring and frequent situation we manage this risk by preventing individuals from holding both roles.  Directors of FSB may not hold elected positions in local government.

If you hold an elected position you may stand as a candidate in the Director elections, however, if you are successful in the election your appointment as a Director of FSB will be dependent on you resigning your other position(s).

What happens if an election is uncontested?

If an election is uncontested (i.e. there are fewer or the same number of candidates than positions available), candidates will still be required to be properly nominated and validated by the Validation Committee.  Subject to successful nomination and validation candidates will be deemed to be elected without the need for a ballot of members.

If I’m successful when will I take up office?

Election results are declared at the end of the AGM in 2018.  Successful candidates take office from the conclusion of the AGM.

What can I do and say during the election?

FSB wants to ensure that elections are held in a professional manner, in a way that reflects positively on FSB as a democratic organisation and treats all candidates fairly and with respect.  We have, therefore, drawn up some guidelines to help everyone understand what they can and cannot do during the election period. These are the Electioneering Guidelines and can be found in the Appendix of the Director Election Regulations.  We advise all candidates to read the guidelines.

Where do I find more information about the election process?

Further information on the elections and the election process can be found on the FSB website.  In particular candidates are advised to read the Director Election Regulations and the Guidance for Candidates.