“Until that time, the council had always been the senior body, but to try and manage an executive with 70 or 80 people was pretty impossible,” he recalls.
Roche had started his working life as an apprentice on the railways and, over a distinguished career with British Rail, he worked his way up to become an executive director, before retiring in the late 1990s. He’s been actively involved with the Institution since 1982, came into council around 1992, and served his first term as president from 2001 to 2002.
In August this year, Roche returned to the office overlooking St James’s Park with the Institution once again on the cusp of change. At a special meeting in May, more than 400 members discussed six motions relating to the governance of the Institution, the leadership, and calls for a full and independent financial review.
Of particular concern to the requisitioners of the special meeting, some of whom were former presidents (not including Roche), were a downward trend in the Institution’s net income, the fact that annual accounts were not presented at the Institution’s AGM in May 2017, and the collapse of Amber Train, a training company owned by the IMechE’s trading subsidiary PEP Ltd.
Following the departure of chief executive Stephen Tetlow and president Geoff Baker, Colin Brown has been appointed as interim chief executive during the search for a permanent replacement. The Institution’s rules state that, when a president leaves office during their term, a former president must fill the vacancy.
“I felt a particular need to respond,” says Roche. “I know the by-laws and regulations pretty well, and I felt it was a duty to the Institution and to the members to try and come in and try and find a way forward that gets the Institution working together in the best interests of the members.”
We met Roche to talk about the causes of the special meeting, and the Institution’s plans to respond to the issues raised. He explained how he will enact independent reviews of both the governance and the finances of the Institution, as well as working to build and improve relationships with you, its members.
What changes need to take place within the Institution to prevent a repeat of what happened in May?
“There are a lot of lessons to be learned, and that’s what will come out of the governance review. When I did this in 2001-02, the Institution essentially was largely a professional engineering body, and its only real trading company was Professional Engineering [and associated publications, which were all sold off in 2010]. Since then we’ve gone through enormous changes – the income stream is different, we’ve got all sorts of new laws on governance.
“It’s difficult to say what will be required, but I want to try and build on the lessons learned from what will be quite a wide-ranging review, and put something in place that’s sustainable, that will last for 10 years or more. That’s a long time in today’s world.”
When you implemented the current structure in 2002, the Institution wasn’t really focused on generating additional income through investments in trading companies. Is this still the right structure?
“I think from a trustee board point of view, it’s about being able to ask the right questions. They can’t get involved in the fine detail, but what we have got to have in place is a staff structure and some external input so that the trustee board can determine the strategy.
“Whether the strategy to go into these trading companies was right is a question mark. Is that the right thing to do in the future, or do we simply put our money into the stock market and get money that way?
“If the decision is to go on investing in companies, then we need to make sure that we’ve got the right expertise and the right mechanism to identify something that will generate profits, is sustainable, and has affinity to what we do as an Institution.”
Does this feel like a bigger set of reforms than the ones you instituted in your first term?
“No, I don’t think so. It’s big, but not as big. That was a very major constitutional change. Most members don’t really need to know about the governance rules and by-laws and all the rest of it. It’s like the law of the land – you know it’s there and that people have formed it, and occasionally issues arise and you have to change them.”
Has moving to a trustee board created a transparency problem?
“I don’t think the route from the membership to the council to the trustee board has been working as well as it should do. One gets the impression it ploughed on and, until it was anything really controversial, nobody was that concerned.
“We’ve got to make sure the governance review properly looks at all these things. It’s going to take several months in my view.
“And then the second part is looking at the whole issue of the structure of how we deliver financial administration, how we do investment, what the policies and strategy should be – how should you best use the money you’ve got to provide an income?”
How will the finance and governance reviews work?
“These will be pretty small committees. We will have an independent chairman for the finance review, and an independent chairman for governance. They will be on the committees, with representatives of the trustee board, council, and requisitioners and an expert member.
“The scope of the early work will be focused on where we are today and what lessons we’ve learned. Phase two will be more about the wider perspective, relative to investment and strategy.
“There will be a report and recommendations, which will ultimately go to the trustee board for discussion and implementation as appropriate.”
How can the Institution restore the link between the people making decisions and the members?
“The key issue is communication. It’s got to work both ways, and so we’re looking at a communication strategy. One of the things that raised criticism was that at the AGMs the accounts would be presented in a way that was perfectly in line with standard accounting practice, but they were not understandable to the membership.
“We’ve got to make sure that we’ve got fit-for-purpose systems, but also that we get the message out to the membership about where we spent money, how wisely we spent it and what it looks like for the future, just as you would do in any other business.”
How will you measure success at the end of your term?
“I’m not sure I’ve even thought about that. One thing will be to have the two reviews finished and as much implemented as I can, and then I’ve got to try and prepare the next president so he can take that on. It’s very important that the president and president-elect work as a team.
“To become the president is a great honour. I’ve been there before, but it’s not about me, it’s about the Institution, and it’s 171 years old. You’ve got to build on what’s been before you, and recognise that there is change taking place out there and reflect that. You want to leave the place in a better condition than when you came in.
“There are a lot of things to do, but the governance review will be key. I hope I can hand it over in a more settled way to the next president so he can actually start to move forward again."