“Competence is almost always an ingredient in trust”, Solomon[1] tells us, “but competence by itself is different from trust. Trust can be earned, but to link trust so closely to trustworthiness, knowledge, and verification is to remove all significance from the act of trusting. Calculative, deterrent, and strategic trust are fraudulent versions of trust with an eye to one’s own advantage, and so not really trust at all. And blind trust belongs to a different realm of phenomena altogether; it is a phenomenon of self-deception.”
Engineers Ireland Statement of Strategic Intent (2021-2023) nominates ‘Trust’, as one of its four values stating that its “values represent a commitment to ensure that all [its] activities are underpinned by a promise to approach [its] work with specific behaviours”. Our article, “Walking the talk” has already exposed behaviours that are not trustworthy. What follows, will question the very integrity of the Institution and the way in which it operates.
For the third year in succession, we have seen the non-compliance by the leadership in Engineers Ireland with one of the very fundamental clauses in its Bye-laws(2012) regarding the establishment of the Council of Engineers Ireland.
“The newly elected Council shall take office on the first day of the month following the Annual General Meeting. The term of office of members shall end on the last day of the month in which the Annual General Meeting is held.”
– 3.4.1 Bye-laws(2012)
- The Annual General Meeting 2021 took place on 3rd June 2021. The first meeting of the ‘newly elected Council’ took place on 26th June 2021, during the legitimate tenure of Council 2020-2021. The ‘newly elected Council’ was not entitled to take office until 1st of July 2021. Any decisions taken at this first meeting by the ‘newly elected Council’ therefore, usurped the reserved duties and powers of the legitimate Council 2020-2021, according to the Bye-laws(2012).
- The Annual General Meeting 2022 took place on 2nd June 2022. The first meeting of the ‘newly elected Council’ took place on 25th June 2022, during the legitimate tenure of Council 2021-2022. The ‘newly elected Council’ was not entitled to take office until 1st of July 2022. Any decisions taken at this first meeting by the ‘newly elected Council’ therefore, usurped the reserved duties and powers of the legitimate Council 2021-2022, according to the Bye-laws(2012).
- The Annual General Meeting 2023 took place on 1st June 2023. The first meeting of the ‘newly elected Council’ took place immediately after the AGM, during the legitimate tenure of Council 2022-2023. The ‘newly elected Council’ is not entitled to take office until 1st of July 2023. Any decisions taken at this first meeting by the ‘newly elected Council’ therefore, usurps the reserved duties and powers of the legitimate Council 2022-2023, according to the Bye-laws(2012).
What makes the two most recent breaches of Clause 3.4.1 of the Bye-laws(2012) extraordinary, is that in the final meeting of members of Council for the term 2022-2023 held on 13th May 2023, “Council approved the holding of the first meeting of the Council 2023/2024 on 1st June, after the AGM”. This meeting was chaired by the President (2022-2023) who also had been Director General (2007-2015) of Engineers Ireland during which period a Special General Meeting was convened on the 14th April 2012 to approve the present revision of the Bye-laws(2012). The President (2022-2023) also chaired the first meeting of members of Council for the term 2022-2023 on 25th June 2022 which as highlighted above was in non-compliance with the Bye-laws(2012).
Who will be held accountable for governance non-compliance?
Should the President be held accountable for this non-compliance with the Bye-laws(2012)? What is the role of the President in these matters? The Bye-laws(2012) are particularly explicit on this issue.
“The President, as Chairman of Council, shall be responsible for the integrity of processes of Council, the Executive Board and Special and Annual General Meetings. In the absence of the President, such meetings shall be chaired by another Officer[2].”
– 3.3.2 Bye-laws(2012)
The Executive Board, in accordance with the Bye-laws(2012) govern Engineers Ireland on behalf of Council, a duty they may not delegate[3]. Furthermore, it is the responsibility of the Executive Board to distinguish between the governance role of itself and Council[4], including the Executive role of the Director General.
What are the responsibilities of the Director General of Engineers Ireland in matters of non-compliance of the Bye-laws(2012)?
“The Director General shall be Council Recorder and be responsible for all documents of Council and the Executive Board, ensuring the integrity of the official records of both, including minutes and policy statements.”
– 3.1.5 Bye-laws(2012)
The Director General, who is appointed by the Executive Board[5], is accountable to Council and reports to the President,[6] must carry out such duties as provided for in the Charter and Bye-laws(2012) ensuring compliance[7] with the Bye-laws(2012) and with best practice in corporate governance. While the Director General (2015-2022) presided over two of the instances of non-compliance of the Bye-laws(2012) noted in this article, as a non-engineer and non-member of Engineers Ireland it is unclear how the Institution planned for such an eventuality. What is unacceptable, however, is the most recent non-compliance of the Bye-laws(2012) which was presided over by the Director General (2022-) who had previously been the Registrar (2010-2022) at Engineers Ireland.
Governance Review
It was also during this period that Engineers Ireland commissioned a Governance Review. The ‘Governance Review Update’ of October 2020 noted that the week commencing 28th September 2020, companies who qualified from the first-round analysis would meet with a panel from the Officers and Director General / Governance Team. It wasn’t until the Council meeting in December 2020, that members of Council were made aware that PwC was attending that Council meeting in an observatory capacity, having been the organisation chosen to conduct the Governance Review. Members of Council were also informed at this time that PwC had already attended the Executive Board meeting in November, in a similar capacity.
The PwC governance review of Engineers Ireland was published in a sixteen page (including covers) presentation slide style report after a workshop with members of Council on 14th April 2021. Feedback on this report succinctly captured in a briefing note, provided to members of Engineers Ireland West Region Committee, was made available for this article.
Consultation with Membership
Contrary to assurances the President (2020-2021) gave to members of Council at the July 2020 meeting, it would appear that there was little or no evidence of transparency with Members during the Governance Review project.
The consultation with the membership was in part facilitated using on-line webinar briefings in September 2021. During the Question & Answers sessions which followed one such briefing the following question was asked: “Is there a full report prepared by PwC, that we haven’t seen?” This we understand was put to the Director General (2015-2022) and on the third time of asking responded “I’m not sure how to answer the question.”
The session, chaired by the then Vice President (President 2022-2023) added the comment:
“what I can say to you is that I’ve got everything that I would require, and I think most people have got everything they would require to, in typical engineering fashion, to move forward with the decision-making process…”
A follow-up question was asked, since it formed part of the PwC scope: “What other member institutions were looked at?” To which the then Vice President (President 2022-2023) responded “I’d have to refer to Caroline [Director General 2015-2022] or somebody else in terms of what organisations PwC would have looked at there.” The Director General (2015-2022) added “I’ll have to ask PwC for a copy of the organisations that they consulted with because I don’t know what that list is.”
The Governance Review Final Report, approved by Council of Engineers Ireland was published in December 2021. While this is a fifty-seven page presentation slide style report by PwC, it too has avoided detail. For example:
“….PwC undertook a desktop review of the governance arrangements of a range of comparator bodies and compared their structures and governance arrangements against those of Engineers Ireland. Between five and ten membership bodies were reviewed over the course of the assignment.”
The Director General (2015-2022) failed to provide the list of membership organisations reviewed by PwC. Nevertheless, PwC itself not only avoided listing which organisations were used to compare ‘governance arrangements’ with, but also appear unsure as to how many organisations were involved in the ‘desktop review’. It is our understanding that this information has still not been provided by Engineers Ireland.
In its final report, dated 14th November 2022, the ’Update from the Governance Review Implementation Oversight Group’ concluded:
“A reminder that the PwC findings were favourable, suggesting only a few relatively minor amendments were recommended for the Institution. This is a positive reflection on the standing of the Institution and the governance controls already in place.”
Statements such as these are the antitheses of reality and clearly, an example of whoever approves the invoice, determines the narrative.
Who Will hold Engineers Ireland to account when its Bye-laws are Repeatedly ignored?
Ultimately, the Council of Engineers Ireland will need to take action.
“The governance of Engineers Ireland is vested in Council subject to the provisions of the Charter, of the Bye-laws and to the resolutions of Special General Meetings.”
– 3.1.1 Bye-laws(2012)
Decisions were taken by the ‘newly elected Council’ during the legitimate term of office of the previous Council for which it had no authority. These included the election of successive Executive Boards, approval of Council Protocols, Governance Calendars, approval of the minutes of the previous members of Council meeting and approval of the Vice President as chairperson of the Liaison Committee.
Any Executive Boards, elected in this manner, {in breach of the Bye-laws(2012)} has usurped the legitimate Executive Board, whose term of office had not ended.
Significant issues arise if the newly elected Councils for three successive years should have been reconstituted due to the non-compliance with Bye-laws(2012).
- The validity of the revision to the Code of Ethics(2023) approved by members of Council which saw Engineers Ireland U-turn on ethical obligation to tackle climate change and biodiversity loss is, at the very least, questionable.
- The Financial Statements[8] presented at Engineers Ireland AGM 2023 reported ‘fair value losses’ of €205,359 (4.1%) for the year ending 31st December 2022 on an investment of €5 Million. The Investment Policy Statement was approved at the December 2021 meeting of members of Council. Following a query at the AGM 2023 it was confirmed that the capital invested is at risk.
- Will the validity of Executive Board proposals for example, annual budgets, statement of annual accounts and membership subscriptions now require further scrutiny?[9]
- Does the ‘wide-ranging’ Governance Review that the Director General (2015-2022) authorised PwC to undertake, on approval of Council, (for which Engineers Ireland had not published any ‘Terms of Reference’ or ‘Scope of Work’ Documents)[10] in addition to the actions taken by the ‘Governance Review Implementation Oversight Group’ of fourteen, chaired by the President (2021-2022) have any credibility considering none of the non-compliance governance issues raised in this article which occurred during their watch were ever recorded?
- In the Council Evaluation survey undertaken in 2022, it is noteworthy that 100% of respondents agreed that they had “approved a strategic plan for the Institution” when in fact it was a ‘Statement of Strategic Intent 2021-2023’ that was in place. Even more remarkable from the survey was that over 85% of respondents agreed that “the composition of Council includes the skills and knowledge required to perform its role.”
The Bye-laws(2012) are not the problem.
“Bye-laws may be made, added to, amended, altered, dispensed with or repealed by a resolution passed at a Special General Meeting conducted in accordance with the Bye-laws.”
– 28.2 Bye-laws(2012)
If Engineers Ireland is incapable of abiding by its own governance rules, is it not time that the membership insisted it takes the lead from ‘similar’ membership organisations, such as the Institution of Civil Engineers, the Institution of Structural Engineers, the Institution of Mechanical Engineers, and the Royal Institute of British Architects, which are both registered companies and registered as Charities. This would provide the regulation and governance oversight structures appropriate for an organisation that has recently posted[11] Net assets of over €14 Million. This recommendation was obvious by its omission from the PwC ‘wide-ranging’ Governance Review.
To quote Solomon[1], blind trust “is a phenomenon of self-deception”.
[1] Solomon, R. C., Flores, F. “Building Trust in Business, Politics, Relationships, and Life”; 2001
[2] “The President, the two Vice Presidents and the immediate Past President shall be the Officers of Council.” – 3.3.1 Bye-laws(2012)
[3] Clause 4.2.1 Bye-laws(2012)
[4] Clause 4.2.2 Bye-laws(2012)
[5] Clause 5.1 Bye-laws(2012)
[6] Clause 5.3 Bye-laws(2012)
[7] Clause 5.4 Bye-laws(2012)
[8] Engineers Ireland Annual Report 2022, Pg. 60
[9] Clause 4.2.4 Bye-laws(2012)
[10] The Authors have seen a Letter of reply from the Director General (2015-2022) to Members’ request for a copy of the ‘Terms of Reference’ and ‘Scope of Work’ Documents provided to PwC for the ‘Governance Review’ which said “PwC can explain to you the scope of their review and the process which they are following if this is of concern…”
Conscientious Observers 