Trustee’s Report (continued) Structure and Governance
The Wellcome Trust is a charitable trust created in 1936 by the Will of Sir Henry Wellcome and is now governed by its Constitution, which was established in February 2001 by a scheme of the Charity Commission and has been subsequently amended.
The Trust is a charity registered in England and Wales (registration number 210183) under the Charities Act 1993, as amended by the Charities Act 2006 (collectively the “Charities Acts”).
The Wellcome Trust “Group” comprises the Trust and its subsidiary undertakings, as detailed in note 20(a) to the Financial Statements.
The Trustee and the Board of Governors The sole trustee (the “Trustee”) of the Wellcome Trust is The Wellcome Trust Limited, a company limited by guarantee (registration number 2711000), whose registered office is 215 Euston Road, London NW1 2BE. The Trustee is governed by its memorandum and articles of association. The Directors of the Trustee (known as Governors), the Company Secretary of the Trustee, the Executive Board and other administrative details are shown on page 76.
The Trust uses a mixture of external search consultancies and open advertising in its searches for new Governors, based on an analysis in each case of the most effective way to make a particular appointment. The Nominations Committee evaluates the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.
The Nominations Committee conducts formal interviews with the short listed candidates and makes recommendations to the Board or makes the appointment subject to specific delegated authority. The appointments are made on merit.
The Trust undertakes a comprehensive induction programme for all new Governors, which includes a detailed induction notebook containing all the key background materials, and meetings with members of the Executive Board and senior management. In addition, training is available to all Governors.
The members of the Board of Governors are distinguished in the fields of medicine, science, business and policy. The Board considers each of the Governors to be independent in character and judgement and that there are no relationships or circumstances that are likely to affect, or could appear to affect, the Governors’ judgement. Governors are appointed for terms of four years, with a further extension of three years on mutual agreement, and a further three-year term on mutual agreement in exceptional circumstances. The Board considers this more appropriate than appointment to a three-year term followed by a second three-year term.
The Chairman of the Board is Sir William Castell, a leading businessman who has other significant current appointments. He was previously a non-executive director of the General Electric Company of the USA and is a non-executive director of BP plc and a member of the board of Chichester Festival Theatre and Chairman of the High Street Fund.
One Governor joined the Board during the financial year. Professor Anne Johnson is Professor of Infectious Disease Epidemiology and Co-Director of the Institute for Global Health at University College London. She was formerly Director of the University’s Division of Population Health. After training in medicine at the University of Cambridge and Newcastle University, she specialised in epidemiology and public health and has a clinical research career spanning over 20 years.
Professor Mike Ferguson, Dean of Research for The College of Life Sciences, University of Dundee, is joining the Board on 1 January 2012. His research takes a multidisciplinary approach to understanding the biochemistry of protozoan parasites that cause tropical diseases. He is particularly interested in Translational Research and, together with his colleagues, established the new Drug Discovery Unit at the University of Dundee. He is also Director of the Dundee Proteomics Facility and is involved with clinical biomarker discovery projects for toxicology, diabetes, colon cancer and liver disease.
The Board is responsible for ensuring that the Trust’s charitable objects are being met. The Board sets strategy, decides priorities, establishes funding policies and allocates budgets. It develops and agrees the overall scientific strategy and policies related to biomedical science grant activities, and monitors and reviews progress and policies.
During 2010/11 the Board of Governors met eight times, including a two-day residential strategic review meeting and a special meeting held by teleconference (see Table 1).
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