Changing the board structure

Our current governance structures were established in 2012. They consist of the board, also known as the Principal Executive Committee (PEC), which has 15 members, 12 of whom have regional constituencies and three with a UK-wide constituency. There are also four country councils, with the overarching UK council responsible for holding the board to account on behalf of members. Besides these there is also the craft committee network which looks after the interests of specific branches of practice.

Given the length of time these structures have been in place, the board felt a review of their effectiveness was appropriate. The structure of the board itself is the first aspect of this governance review.

Board reforms

The board has two key functions. It is responsible for running the BDA as a company and acting as the trade union executive. Most of the trade union work is delegated to the craft committees such as the General Dental Practice Committee, with ongoing PEC oversight.

Most company boards typically comprise a smaller number of non-executive directors (NEDs) than our current 15. A smaller number can provide a cross-section of views while also holding effective debates. We intend to reduce the board in size to comprise of nine members. The reduction in size would bring coincidental cost savings for the organisation.

At the same time, we are proposing that regional constituency seats should be removed. Given the board’s key role of running the business, we do not think it appropriate for board members to be viewed as, or believe they are responsible for, local matters. Board members are not representatives, they are directors. It would also be impractical to divide the UK into nine constituencies and retain any sort of coherence in their boundaries.

Again, on the grounds of efficiency, we are proposing that board member terms are extended from three to four years. This will enable members to fully get to grips with the role and the responsibilities it carries.

At the moment, one third of the board is elected each year for a three-year term. We propose to move to elections every two years, with five and then four members elected in turn for four-year terms.

Timetable

We are proposing to replace the current board with the smaller nine-member board from 1 January 2028, with the elections in September 2027 seeing all nine seats contested in the first instance.

Under the existing 15 seat structure five board seats should be open to election in the autumn of 2026. We also propose to cancel the elections that are scheduled for 2026 as it is our view that a single year term would be unfair and likely unappealing to candidates and the cost to hold a ballot would be greater than the benefit. Instead, as an interim measure, the existing board members would continue in post for an additional year as we move towards the new system, electing in September 2027.

We will ask the wider membership to permit us to amend the Articles of Association to enable these changes to be made. We are bringing forward the proposed changes in their entirety at this point to enable us to extend the terms of existing board members at the end of 2026 as a transitional arrangement.

Committees and councils

We will next review our committee and council structures in conjunction with our elected representatives. We recognise the invaluable contribution that these structures make, and our review will seek to ensure that their form remains helpful to their function.

We also plan to extend the terms of committees and councils by a year to four, to enable them to develop a greater degree of momentum and to maintain a common timetable across the organisation.

If you have any feedback about these changes, please get in touch.