Here are some answers to questions you may have about our proposed merger with the Asthma + Lung UK. We hope they are helpful. If you have any additional questions, or want to clarify any aspect of our proposal, please contact us at firstname.lastname@example.org. We will upload any new frequently asked questions at regular intervals to this page.
Q) What is the proposal?
We are proposing a merger between Asthma + Lung UK. The proposal offers a real opportunity to save money on running costs and invest more money in world-leading research and support services.
The two charities would become one – the Asthma + Lung UK. Core Asthma + Lung UK charitable activities – for example, our research programmes, nurse helpline, website, and Asthma Magazine – would continue.
Q) Why are you proposing to merge with the Asthma + Lung UK?
The external environment is getting tougher for everyone, including charities, and we are constantly looking for ways to make our money go further. We have developed a proposal that offers a real opportunity to save money on running costs (such as our office, computer systems, insurance, proper accounting and good management) and invest more in world-leading research and support services.
The proposed partnership builds on the successful collaboration between Asthma + Lung UK over the last few years. Together, as a partnership of equals, we would share our combined energy and passion to make a difference for all people affected by asthma and other lung diseases and become a stronger, more powerful voice for change.
We have considered in detail the risks and benefits of the proposed merger and taken expert legal and financial advice to inform our decision.
Q) Why are Asthma + Lung UK proposing to merge now?
The external environment is getting tougher for everyone, including charities. We are constantly looking for ways to make our supporters’ money go further. We have developed a proposal that offers a real opportunity to save money on running costs and to invest more money in world-leading research and support services.
In line with the Charity Governance Code, we regularly consider the potential benefits and risks of working more closely with or merging with other charities who work in similar areas. Over the years we have had a number of discussions with the Asthma + Lung UK and together we now feel the time is right to join forces. By doing so we would save money on running costs which would give us greater strength and sustainability. We firmly believe we would be better and stronger together and would be able to help more people affected by asthma and other lung diseases.
Q) What benefits would a merger bring for those affected by asthma?
A merger would allow us to share running costs which would make our supporters’ money go even further. More of every pound we spend would help people affected by asthma. We expect that, once integration is complete, the merger could release up to £2 million each year to fund more research and widen the reach of support services for asthma and other lung diseases.
Jointly, we would be a coordinated and powerful voice for change. Working in partnership with a shared ambition, we are confident we would be able to do much more for people with asthma and other lung diseases.
Q) How much will the merger save?
We expect that, once integration is complete, the merger could release up to £2 million each year to fund more research and widen the reach of support services for asthma and other lung diseases.
Q) What does this mean for me and other members?
You would not see any major change in your day to day interactions with us. You would continue to receive all the asthma-related benefits you do now. We would continue to send you Asthma Magazine twice a year and keep you up to date with the latest asthma-related news, health advice and research, and the different ways you can help support our work.
We plan to keep the individual Asthma + Lung UK and Asthma + Lung UK brands, research programmes specific to each organisation, nurse helplines and websites – and benefits such as the Asthma Magazine. All donations for asthma would continue to be committed to investment in research and support for those affected by asthma.
Q) What would the name of the new charity be, and how does that impact Asthma + Lung UK’s brand?
The merged charity would be called the Asthma + Lung UK. We plan to retain and continue to use our individual identities – both Asthma + Lung UK. For example, our marathon runners would continue to run for Team Asthma + Lung UK, and you would continue to access support and information via our Asthma + Lung UK nurse helpline and website.
Q) What if I donate, fundraise, or leave money in my will to Asthma + Lung UK, will it be spent on asthma?
Absolutely, yes! All donations for asthma would continue to be committed to investment in research and support for those affected by asthma.
Q) What will happen to Asthma + Lung UK’s current assets?
They would remain committed to asthma and used to advance medical research, expert advice and support, and campaigning for asthma. Asthma + Lung UK would make a proportionate contribution to the administrative costs of the newly merged charity. Once integration is complete and the costs of merger met, this would be significantly lower than our current running costs.
Q) How will people with asthma shape the work of the charity in the future?
We will continue to ensure the voices of people with asthma are heard and that they are involved in and shape our work in a number of ways. Half of our patient ‘think tank’ will be made up of people with asthma. We also have over 200 research and policy volunteers who will continue to sit on research projects and help shape and drive the quality and relevance of asthma research. We will continue to base all our research, policy and campaigning activities on feedback from people with asthma via our annual care survey and through project-specific consultation with targeted groups, for example, people with severe asthma.
Q) Will asthma become one priority of many in a multi-condition charity?
No, the merger would be a partnership of equals. We would share our combined energy and passion to make a difference for all people affected by asthma and other lung diseases and become a stronger, more powerful voice for change. We have discussed and agreed what legal arrangements would need to be in place to make sure that the focus on asthma was not diluted alongside other lung diseases in the new partnership’s work.
Q) Why am I being asked to support a change to Asthma + Lung UK’s Articles of Association?
The simplest answer is to make sure the merger can work as efficiently as possible. While the new merged charity, the Asthma + Lung UK, would continue the work done previously by Asthma + Lung UK in terms of its charitable purposes, the existing Asthma + Lung UK charity (as a legal entity) would also be retained. It would sit within the new merged organisation. This is being done to make sure we do not lose any future gifts in people’s wills that have been specifically left to Asthma + Lung UK. It means these legacy donations can be legally transferred to the merged charity for use in connection with asthma as they were intended. To simplify the administration of this charity (and so free up more funds for asthma-related purposes) we would like its governance to be simplified. This means that instead of having a large number of individual members, the merged charity would become its only member under company law.
The purpose of the Extraordinary General Meeting is to ask for your approval to make this change to the Articles of Association of Asthma + Lung UK and help us to make the merger work as efficiently as possible.
We urge you to vote for the change and support the resolution so we can help more people affected by asthma.
We would still want and appreciate your continued support for our charitable activity to help people affected by asthma.
Q) What if I don’t agree with the resolution?
It is of course for you as a member to decide how to vote. You can either attend the meeting to vote or vote via proxy.
We, of course, respect your view but do urge you to support the resolution outlined in the accompanying papers and ask you to help us ensure the Asthma + Lung UK is set up in the most efficient way. The proposed change would help us do more for people affected by asthma and other lung diseases. We would be able to spend more on funding world-leading research and providing support services. We would also become a coordinated and more powerful voice for change.
Leading experts in asthma and lung health agree we would be much stronger together and support our proposed merger. They believe it would bring real benefits for people affected by asthma and lung disease.
Q) What if I can’t attend the Extraordinary General Meeting?
Any members of Asthma + Lung UK who can’t attend the meeting are entitled to appoint another person or the Chairman as a proxy to attend and vote at the meeting on their behalf. The appointment must be made through the completion of the appropriate form in the members’ pack. Forms must be returned to the Company Secretary, Asthma + Lung UK, 18 Mansell Street, London E1 8AA no later than 5pm on 27th November 2019.
Q) If members support the resolution, what will happen next?
The Council of Asthma + Lung UK and the Board of the Asthma + Lung UK have both carefully considered the case for this merger. We have completed thorough due diligence (which is an independent and comprehensive assessment of both charities) to make sure that the merger would deliver real benefits for Asthma + Lung UK’s supporters and those affected by asthma. It is on the strength of that work that your Council of Trustees is recommending you vote for the proposed resolution. If members agree to the proposed resolution, the next steps would be:
a. obtaining the formal consents that may be required from the relevant charity regulators in England and Wales, in Scotland and the Isle of Man;
b. the merger would take effect by the transfer of Asthma + Lung UK’s assets and operations, as well as Asthma + Lung UK itself, to the merged charity, to be called the Asthma + Lung UK.
We expect that the merger would take effect at the end of this year.
Additional questions submitted since the original FAQs were written
Q) The members are only being asked to vote on a change to the Articles of Association, but not on the merger itself (although the effect of adopting the amended articles would be to give effect to the merger). Why are the terms of the merger not being made available to the members, and why are the members not being asked to approve these?
The legal advice that we received outlined that it was not necessary to ask for the members of Asthma + Lung UK to formally approve the membership. The only legal issue that was required to proceed with the merger was a special resolution to amend the articles of association so that, once the merger has taken effect, its sole member may be the merged charity and there is no provision for a wider membership. For efficiency, a simple resolution was chosen whilst the pack makes clear that the reason for requesting the change is to support the proposed merger.
Q) How will the merged charity be accountable to those suffering from asthma or lung-related conditions?
If the merger goes ahead the annual report and account of the new charity will outline the impact that our work has had on people who suffer from asthma and other lung conditions. Asthma + Lung UK will continue to ensure individuals with asthma are involved in the shaping of the future organisation. We have an extensive network of research and policy volunteers who will continue to advise on the research that is important to them. Our lay advisory panel members will continue to play their important role in shaping our strategy and plans. The annual asthma survey will continue to highlight the issues that impact individuals with asthma. The protection of asthma has been written into the legal agreement, to ensure the continued focus on asthma in the future. There will also be a Director with specific responsibility for asthma, as well as a specialist asthma clinician.
Q) What are the constitutional and governance arrangements of the merged charity?
The new merged organisation will be formed of 12 trustees, six trustees from Asthma + Lung UK and six trustees from Asthma + Lung UK. The chair will not have a casting vote, thus ensuring no overall control from either of the current charities.
Q) How will trustees be chosen in the future?
Trustees will be recruited to the board based on skills and expertise, and appointed by the other board members under a foundation model common in many charities. There will be limits to the terms that trustees can serve.
Q) Have the various regulatory agencies been asked whether (in principle) they are prepared to approve the merger, and if so, what has been their reaction?
Yes, a letter was sent to the Charity Commission and the Scottish Charity Regulator to alert them of the proposed merger. We are in open dialogue with them to ensure they are aware and understand the rationale for the merger and the benefits it will bring. Feedback from the Charity Commission in particular has been supportive.
Q) Why was it decided to use the Asthma + Lung UK as the continuing organisation, rather than Asthma + Lung UK?
We first explored setting up a new charity that was neither of the two existing organisations, but we were told this would have additional cost and may take six months. This didn’t seem a good use of charitable resources and we felt it would also be unfair on staff to leave them in ‘limbo’. Of the two current charities Asthma + Lung UK has the wider objects because it already includes provision to provide benefit for people with asthma, and so was a more natural fit for the partnership, as well as being simpler administratively.
Q) How much is being saved by ceasing to be a membership-based organisation?
The costs associated with membership are primarily the administration of the Annual General Meeting, which is under £10,000 per year. This was a consideration, but the decision to move away from a membership model was taken for reasons of governance rather than finance. Ensuring the voices of people with asthma shape the work of the charity continues to be very important, with multiple other ways in which beneficiary views are taken into account.
Q) The new charity name is long and unwieldy – why haven’t you chosen something more snappy?
The new charity name is something we have given a lot of thought to. The newly merged charity will be called the Asthma + Lung UK. However, we intend only to use this name for legal and corporate purposes, e.g. contracts. At merger we plan to retain and continue to use our individual identities and brands. There are a number of reasons for this – one example of which is that at the moment each brand has its own very loyal supporters and for things like the London Marathon it is important to people to be able to run under the Asthma + Lung UK brand. It will also save time and money in the short to medium term.
Q) How is the potential saving of up to £2m going to be achieved in practice? To what extent could these savings be achieved without a merger?
The financial model for the merger was created by the Finance Directors of both charities working in partnership with the Chairs of the Finance and Audit Committee for both organisations. The financial business case was reviewed by both Finance and Audit Committees in addition to the Council of Trustees. An extensive financial and legal due diligence process was conducted to ensure the figures were attainable and realistic. In addition to the proposed merger option Trustees considered a range of other options including relocation and restructuring. The decision to move forward with the proposed merger option was unanimous. Regulatory considerations such as data protection make it difficult to make such savings without a legal merger.
Q) How realistic is the estimate of up to £2m?
While no one can predict the future, especially in the current political and economic climate, the figures used err on the side of caution and have been reviewed by a number of external specialists in charity finance.
Q) Is the figure of up to £2m to be achieved across both the Asthma + Lung UK and Asthma + Lung UK – or just Asthma + Lung UK?
The saving of up to £2m is across both organisations. We feel confident that the combined organisation will have up to £1m more to spend on asthma-related activities, including research.
Q) Could these savings have been achieved without having a full merger, by operating a common administration for both charities or otherwise sharing facilities?
No, this model was considered early on in the process, but it was discounted for a number of reasons. The savings from a combined Senior Leadership Team, one central office location rather than two, and the cost savings from the back office functions would only be fully realised with a merger rather than a shared services arrangement. Both organisations need to update their CRM (Customer Relationship Management systems) which is a significant investment. The merger would allow this cost to be shared between the two organisations. There are also many benefits which would come from having a shared database system. Due to the General Data Protection Regulation and changes to data protection introduced in 2018, it would have been overly complex to share the database system of both charities while they were separate entities.
Q) Apart from cost savings, are there other potential rewards arising from the merger?
Yes, we are confident this proposal will bring lasting benefits for those affected by asthma and other lung diseases. The two charities have been working collaboratively for a number of years, but there are areas where a combined force would be more beneficial. As one organisation we believe we will have a louder and more compelling voice when speaking to the people who make decisions about where money is spent on medical research. With respiratory disease becoming a clinical priority for the NHS and new evidence emerging about the threat to lung health from air pollution, we feel it is the right time to combine our energy and passion to make a difference for all people affected by asthma and other lung diseases.
Q) Who provided professional advice to Asthma + Lung UK in relation to the merger?
Asthma + Lung UK was very careful not to commit to spending money until the Trustees had approved, in principle, the case to move forward with the merger. A thorough procurement exercise was conducted to ensure value for money. We engaged chartered accountants to perform financial due diligence, and charity law specialists to conduct legal due diligence and advise on the proposed merger.
Q) How much will the merger cost?
Costs of the merger are being monitored by the Asthma + Lung UK Finance and Audit Committee and are planned to be monitored in the future by the new Board. Costs to date are related to professional services for due diligence and legal advice. One of the ways in which we can limit costs is by reducing the number of redundancies in relation to the merger, and we have been working for several months to reduce this by holding vacancies or using temporary cover. However, there are costs that will be incurred through redundancy and as we work through those discussions with staff we hope members will appreciate the need for sensitivity.
Q) The letter mentions risks as well as rewards. How are risks being mitigated?
There has been extensive work conducted by both organisations to identify and assess the risks posed by this merger. A risk register has been reviewed by Asthma + Lung UK’s Finance and Audit Committee, as well as the steering group set up to oversee the merger proposal process, and the Trustees. The risk register was also reviewed by external auditors to ensure risks are appropriate, and updated in light of their advice. Following this a joint risk register has been created between Asthma + Lung UK to ensure alignment and ownership between the organisations. Each identified risk has been assigned responsibility to a member of the Senior Leadership Team to ensure it has been suitably managed. A time limited Merger Integration Group will act as a sub-Committee of the planned new Board to monitor these risks, as well as being an item for the new Finance and Audit Committee and Board.
Q) What will be the impact of the merger on Asthma + Lung UK’s staff?
Asthma + Lung UK staff were notified of the proposed merger at an all staff briefing on 7th November. The response has been overwhelmingly positive and there is a sense of excitement about the future of the organisation. In particular, the prospect of being able to work on pollution, which is something that is particularly topical, is exciting. Outside of the senior management team the expected number of redundancies across both organisations is small. Since the agreement to move forward with due diligence on the merger, recruitment at both organisations has slowed to ensure redundancies are kept to a minimum. Where there is a risk of redundancy, it is hoped that staff can be slotted into alternative roles. The Staff Forum and Union Reps were notified of the decision in advance of the general announcement to ensure they could provide support to colleagues.