recruitment of a new chair of the board recruitment pack … · 2018. 8. 15. · nsh is a forward...
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Recruitment of a new Chair of the Board
Recruitment pack
September 2018
Contents
Welcome letter from Chair 3
About Us 5
Who we are 8
Chair Role Description 9
Chair Person Specification 10
Recruitment process for candidates 12
Advert 13
Newark and Sherwood Homes Articles of Association 14
Newark and Sherwood Homes Governance Guide 33
Home from Homes magazine 77
Tenants Annual Report 84
Welcome letter from Chair 3
Dear Applicant Thank you for your interest in the role of Chair at Newark and Sherwood Homes and for taking time to read the information pack. My tenure on the Board comes to the end of its term at an exciting and important time for the Company. As I leave and reflect on my time on the Board I am pleased and proud of the achievements and delivery, strong service performance, excellent levels of tenant satisfaction, tenant engagement and participation embedded from the Board to the front line, a vibrant development programme, providing services to third parties and a key player in the influencing of national policy. Newark and Sherwood Homes does not rest on its laurels and is striving to further improve services, deliver more homes and positive outcomes for the tenants and the community it serves. As a well-established company we have a long term management agreement with the Council, We have a proven track record for delivery, skill and the drive for excellence and success is well embedded in the company. The executive team is highly skilled, strong and vigilant. As we move forward on our journey the company recognises there are opportunities to continue to improve and grow. Along with these strengths and opportunities for the company, there are and will be challenges to overcome. A key test for the new Chair will be to set a strong lead to galvanise the Board to establish a clear strategy, focus and continue to put the resources in place for the executive to deliver onward company success.
The new Chair will take up office at a time of change for our shareholder, with a new Council Leader and Chief Executive. Formulating the new relationship along with our Chief Executive will be key to this role. In our new Chair we are seeking strong leadership, along with excellent relationship building and partnership skills. The company is clear that working together with our shareholder, the Council and other key partners we can deliver more and make a significant difference. The Board is committed to ensuring that the company goes from strength to strength under the leadership of the new Chair. The Board as a whole has formulated the recruitment process, with the formal interview panel being comprised of one Board member from each component part of the Board and its advisors. I hope from reading this you are interested in applying for the role and perhaps excited and inspired to want to join a company that will continue on its successful journey and do even more to deliver for tenants and their communities. The application form and further information is available on our website at Current vacancies - Newark and Sherwood Homes and the closing date is 12 noon on Monday 17th September 2018 If you would like to have an informal chat about the role, please do not hesitate to contact me by emailing [email protected] with your contact details and I will be in touch. Yours Sincerely
Lynn Clayton Chairman of the Board of Directors
US
About Us 5
Newark and Sherwood Homes was established in 2004 and is the Council's housing company.
We provide comprehensive and accredited landlord services and housing expertise to the
Council, as well as to local housing associations and Nottinghamshire County Council.
Our vision is delivering excellent
housing services and our core
values underpin everything we do:
customer first, valuing everyone,
delivering excellence, sharing
information, continuous
improvement and value for money.
TRACK RECORD OF DELIVERY
NSH is a forward thinking, modern and agile company and
has tenacity and thoroughness in delivery. The company
and staff continuously excel, even during challenging
points where there is a high pressure to deliver for
tenants, residents and the community. We respond to and
maximise opportunities for efficiency, innovation and
income generation.
Case study: Between 2004 to 2010, we secured Decent
Homes funding alongside existing available capital
investment and delivered a total of £113.6 million
investment on time and on budget. This major programme
of investment touching all properties achieved tenant
satisfaction of 94.7%.
Case study: Early formulation and adoption of a solar panel
programme to reduce energy bills for 430 tenants,
which returned £2.97 million, which has been invested in
services through NSHomes since 2011.
Since 2010, we have delivered 267 new homes, project manged
schemes valuing circa £30 million and ranging in size from
£154,000 to £8.6 million.
2017/18 Performance
21,660 responsive repairs received and actioned.
99.3% of reactive repairs were carried out on time within
priority.
On average, non-urgent repairs were completed in less than
seven working days.
Properties empty between lettings took an average of 16 days
to prepare.
In 2017/18 rent collected as a percentage of rent due was
99.6%.
Case study: 3% efficiency was delivered on a
management agreement base fee, equalling over £670k over a
three year period from a very low initial cost base. The services
provided by NSHomes cost 27p of every pound of income to the
HRA.
SKILLED AND SUCCESSFUL
With circa 140 staff, NSHomes employees have years of experience
and a comprehensive set of skills and professions, including street
wardens, surveyors, rent recovery officers, plumbers and cooks. The
company is enriched with a diversity of people with experience in local
authorities, registered providers, commercial developments and the
private sector. With an overall satisfaction level from tenants of 90%,
each member of staff has a critical role in delivering our vision. Our
success is recognised both locally and nationally through awards and
accreditations:
Inside Housing’s LA Housing Development ȡVisionary
Leader List 2017 named NSH Chief Executive
ISO 9001 - quality management system standard since
2007
Investors in People Gold since 2007
Investors in Excellence since 2015
Customer Service Excellence since 2005
ROSPA Gold since 2010
Best Companies – Ones to Watch 2018
Gladstone House – Best Inclusive Building 2018
DRIVER AND INNOVATOR
We have national presence and influence; we played an
integral role in speaking with Ministers and civil servants to
secure self-financing Housing Revenue Accounts (HRA) and
increasing HRA borrowing caps. The latter work sees us
continue to press for an extension of the current funding to
include an opportunity for Newark and Sherwood.
Investing in the development of a modelling tool to inform
HRA Financial Business Plan sustainability and
viability during the implementation of self- financing has
built on our expertise. We have used this in our advice and
guidance to the Council to underpin the adoption of a HRA
development programme and to maintain it in the context of
changing government policy.
Case study: In year one of the HRA development programme,
we are delivering 27 infill sites on HRA land.
Case study: We are one of the founding organisations to
establish Efficiency East Midlands. As well as savings
generated through procurement, this has provided a social
return, which has been invested in our community grant
scheme in 2017/18, giving grants to community groups such
as Friends of Sconce and Devon Park for a new interactive
nature trail for young children.
Tasked by the Council to deliver innovation and income
generation, we are further developing our offer of Home
Services to older and vulnerable people and selling our
project management expertise.
Case study: Adept at bidding to Homes England, we have secured
£7.28 million for investment in Council development schemes.
Critical in this success has been close and strong communication
and liaison with the Council and the strong relationship built
with Homes England to meet the Council's overall objectives.
Maximising our opportunities has seen us launch our market
brand Veris to provide services to a wider market and income
generate. Our Belle Vue development has 21 properties, including
six affordable rent and 15 market sale. These provide an
investment for a further 17 properties.
WORKING TOGETHER
NSHomes values everyone and our success is built on relationships
and partnerships, through proactive communication, respect and
engagement. Our Board typifies this with three tenant nominee
members, three Council nominee members and three independent
business experts.
To maintain high levels of service performance and satisfaction,
tenants influence the company and its services from the boardroom
to the litter bin. Our Tenant Panel scrutinises our activity and
reports to the Board, working in partnership with us to shape,
monitor and maintain standards, through feedback and
contribution. Tenants take time to explain where we need to
improve or consider changing our approaches as well as telling us
when we get it spot on. This role along with other customers input
enables us review and revise our services to continuously improve.
Case study: Our drive to support customer digital access for all
tenants saw the introduction of NSHomes kiosks in local
communities where tenants can access and manage their tenancy
directly through My Account. Rent paid by direct debit has increased
to over 60% of all tenants.
Case study: Our local offices provide visibility and a contact point
for all Council and company queries. In 2017/18 our Customer
Access Service assisted with 62,500 telephone calls, nearly 70,000
careline calls and we launched a web chat service to give tenants
24/7 access to our customer advisers, which has already had over
3,000 users.
We work with a wide partner portfolio, in the public and private
sector; delivering community and commercial outcomes. We adapt
our style and approach to maintain successful productive
relationships, by being honest and explaining what we can and
cannot do and most significantly, by achieving for ourselves and our
partners when we say we will.
At the foundation of all we do is our shareholder, the Council, who
set our purpose and direction. With 14 years experience working
together successfully, together we learn, change and adapt to take
advantage of each other’s skills and expertise to make a difference
on the ground in our communities. .
Rebecca Rance: Chief
Executive
Stephen Feast - Director Andrew Dewberry - AD, Asset and
Development Services
Dave Newmarch - AD, Housing
Management & Responsive
Repairs Services
Suzanne Williamson - AD,
Income and Resource
Services
Chief Executive of Newark and
Sherwood Homes (NSH) since its
inception in 2004, Rebecca leads the
well-established expert CMT at
NShomes.
She has led the company to achieve an
impressive track record of success,
resulting in multi-million pound
investments in tenant s homes and has
driven the delivery of high performing,
cost effective services and the
development of affordable homes to
meet local needs. She is determined, has
exceptionally high standards and is
supportive of all to reach their highest
potential and achieve.
In addition to delivering locally, she is a
Director of Framework Housing
Association and her work for NSH has
included several years assisting the
National Federation of ALMOs (NFA)
Board to shape and inform national
housing policy; this work has been
continually underpinned by her focus and
passion to seek excellent housing, and
housing services, to tenants and
communities. Rebecca has a very spirited
and dynamic character; she enjoys
travelling and skiing.
Steve joined Newark and Sherwood Homes in
2008. Steve is a housing professional, having
started work as a Housing Officer and
undertaken a range of roles across the sector
with Local Authorities and Housing Associations
before joining the company. With extensive
experience in supporting housing and related
health services, he has been fundamental in the
company success in progressing services for
vulnerable people during the removal of
supporting people funding. Technology and
process reengineering is also his strength, which
has been integral to the agile working and digital
service development at NSH.
Leading NSHomes technological development,
he is focused on increasing the efficiency and
productivity of staff thorough new case
management systems, to enable us to respond
even more effectively to meet tenant and
community needs.
Underpinning this is his focus on income
generation and this is coupled with an
ability to work commercially to secure
income to cross subsidise enhanced core
service and deliver more affordable
housing.
Being a football supporter and community-
minded, in his spare time Steve is Chairman
of Dodworth Miners Welfare Junior Football
Club who play in the Sheffield & District
Sunday Junior League. He juggles this and
work with a busy family life and relaxes by
enjoying music.
Andy has over 25 years of asset management and
construction experience across the private and
public sector. He joined Newark and Sherwood
Homes in February 2009 and is the company s
technical and Health and Safety lead.
With exceptionally high standards and a
performance and delivery focus, Andy effectively
engages and forms relationships to deliver
projects. His thorough and considered approach,
which are then planned and executed effectively
and efficiently, have delivered a stream of
successful projects.
Leading in energy efficiency projects has
supported the delivery of energy efficient homes
for tenants on low incomes and attracted millions of
pounds investment through a range of grant
funding opportunities for innovative technologies
including solid wall insulation, solar PV, air source
and ground source heat pumps.
He has embedded development as a core service,
delivering a comprehensive in- h o u s e project
management service for development
opportunities including market sale, capi ta l
investment renewal and regenera t ion schemes.
He is a founder member and Direc tor of the not-
for-profit procurement consortium Efficiency
East Midlands, and is adept at forging business
partnerships to provide an overarching project
management umbrella which i nc lu d es ;
Architects, site feasibility investigations,
planning advisors, massing, structural
engineers, employers agent and cos t consultants
Dave has worked for Newark and
Sherwood Homes since 2015. He is
a Chartered Member of the
Chartered Institute of Housing and
was educated at De Montfort
University.
Dave has 25 years experience of
working in Housing, predominantly in
the care and support sector and has
extensive knowledge of providing
services which me e t the needs of
vulnerable people. He is also a Director
of Double Impact Services, a local drug
and alcohol recovery charity.
Dave is a passionate believer in
challenging people to succeed and
susta in productive lifestyles and is
committed to delivering new,
innovative housing solutions at
Newark and Sherwood Homes.
His vision is to provide services which
w i l l ensure the needs and ambitions of
the communities he serves can be met
now and into the future.
Suzanne Williamson is a
Chartered Accountant, a
specialist in Housing Finance and
has worked for Newark and
Sherwood Homes since 2007.
Embracing all challenges with
verve and enthus iasm, Suzanne has
lead the company in formulating a
comprehensive suite of financial
tools to assess investment and
appra ise returns to enable forecast
modelling and stress testing. She
enables decisions to be made and
projects to be managed and
delivered on a sound financial
footing with expected returns
planned for and secured .
She enjoys seeking out innovative
solutions and has a passion for the
protection of public/tenant monies
and has extensive experience of
creating a Value for Money
culture.
Suzanne is enthusiastic about housing
and re lies on endless energy reserves to
achieve her objectives in business and
family life, where she is actively
involved in her local church supporting
community engagement and ways to
create a vibrant church family fo r the
younger generation
t about and the t the of GMT, both and t are t and t H
t they are t and to t to do
WHO WE ARE: Meet our Corporate Management Team (CMT)
Who we are 8
Lynn Clayton, Chair of the Board, joined the Board in December 2006. Lynn was appointed Chair of the Board in
July 2014 having served as a board member since 2006. She is an Independent Board Member and has served as
Chair of the Audit Committee.
Lynn has over 25 years’ experience in the social housing sector for both Local Authority and Housing
Associations. Her experience covers Housing Strategy, Business Planning, Housing Finance, Homelessness,
Supported Housing/Housing Related Support, Neighbourhoods, Customer Service and Tenant/Resident Led Self-
Regulation/Scrutiny.
Lynn has a real passion, drive and great enthusiasm for housing which has led to her many successes in her
professional career, the experience of which she brings to the Board of Newark and Sherwood Homes and the
ALMO sector.
Mrs Lynn Clayton -
Chair of the Board
Cllr David Payne –
Vice Chairman of
the Board
Cllr Payne joined the Board in May 2015. Originally from Nottingham, he moved to Newark in 1970. He is a
solicitor by profession and practiced in Newark until his retirement. In the past David has been President of
Nottinghamshire Law Society and served on the Council of the Law Society of England and Wales between 2000
and 2010.
He has served as a councillor for Newark & Sherwood District Council since 1975 and has held most of the senior
offices. He was Chairman of the District Council in 1989 and Mayor of Newark Town Council in 1979.
David has taken a keen interest in social housing throughout his local government career and was Housing
Portfolio Holder / Chairman with the District Council for some ten years; and is currently Chairman of their
Planning Committee.
Cllr Payne is also a Governor of Sherwood Forest Hospital NHS Foundation Trust, a Trustee of Newark &
Sherwood CVS, and Chairman of the Gilstrap Trust. David has three children and six grand-children.
Cllr Celia Brooks
Cllr Peter Duncan
Mr Michael
Frettsome
Mr Brendan Haigh Mrs Patricia Jarvis Miss Susan Murphy Mrs Lesley
Robinson
Mr Kenneth Sutton
Cllr Brooks joined the Board in May
2015. She is retired, following a 41
year career in teaching, including
Headteacher at a Primary School.
She studied teaching in London, and
undertook her Masters course at
Sheffield University.
She has a particular interest in
housing matters, and is active on the
Homes & Communities Committee
for the District Council as well as
being a Board member for NSH.
Celia is supportive in developing
local communities through different
initiatives, and is currently Chair of
Edwinstowe Parish Council.
To relax, Cllr Brooks spends as
much time as she can on her boat
which is moored in Devon, and she
enjoys sailing the Day Cruiser with
family and friends.
Cllr Duncan joined the Board in
May 2015. He has been a Brand
Licensing Consultant in his career
and has had an interest in a local
hostelry/wine merchant business
since 2004.
Peter has been an active member of
Newark Business Club and their
Action Club supporting initiatives in
economic development for the
benefit of the town and surrounding
area. Earlier in his career, Cllr
Duncan held a senior position in the
textile industry for a well-known
company.
Cllr Duncan has acted as Trustee for
a local Social Enterprise, and sits on
the District Council s Growth
Investment Fund Panel supporting
local economic development and
small businesses.
To relax, Peter enjoys Jazz Music
and has supported local Jazz
Festivals to be staged in Newark
Town. He also regularly returns to
his native Scotland.
Mick Frettsome joined the Board in
June 2014.
Mick first got involved with Newark
and Sherwood Homes through the
Tenants Panel as he wanted to utilise
his knowledge gained through
working in property maintenance.
In November 2014 Mick became
Vice-Chair of the Board and held
this role through to November 2016.
Brendan Haigh, Member of the Audit
Committee, joined the Board in
November 2015.
Brendan previously held roles as both a
District and a County Councillor, he is a
retired solicitor and a former member of
the Board of a Housing Association.
His experience covers housing policy,
estate management, housing care,
construction, legal and the public sector.
Patricia Jarvis joined the Board in
December 2017.
Patricia has 20 years of experience as a
Board member of a not for profit training
company with charitable objectives,
working predominantly within the
voluntary sector. During this time she
was able to help hundreds of
disadvantaged people achieve their full
potential. Patricia is also a great believer
in social housing.
Susan Murphy, Member of the Audit
Committee, joined the Board in
March 2015.
Susan is a tenant who re-joined the
Board in 2015 having previously
served on the Board from November
2007 until February 2010, leaving to
further her career in other fields at
that time.
Lesley Robinson, Chairman of the
Audit Committee, joined the Board
in October 2015 as co-optee. Lesley
was appointed as Board member in
2016.
Lesley brings accountancy, legal and
governance experience to the Board
having held a partner role in a
Lincoln law firm specialising in
Housing Law.
Since retiring she has become Chair
to a local Housing Association and is
also a Director of Lincoln and
District Citizens Advice Bureau,
with a role on the Finance
Committee, and a governance
champion ensuring compliance.
Ken Sutton, Member of the Audit
Committee, joined the Board in
November 2009. He has previously
undertaken the role of Chair of the
Audit Committee.
Ken has a background in hospitality,
running capital and revenue budgets,
investment in properties and holding
the role of Operations Director. Ken
has also held the role Chairman of
his Parish Council.
WHO WE ARE: Meet our Board
Chair Role Description 9
Newark and Sherwood Homes
Chair of the Board – role description
Final version, July 2018
The Chair of Newark and Sherwood Homes has a role in addition to other general Director of the Board responsibilities to:
i. Provide strategic leadership to both the Board and the Company
ii. Ensure that appropriate arrangements are in place for the effective governance of the organisation and its activities
iii. Ensure efficient conduct of Board business and General Meetings ensuring the appropriate involvement of all Directors of the Board.
iv. Ensure that all Directors of the Board are given the opportunity to express their views, and that appropriate standards of conduct and behaviour at maintained in accordance with the code of conduct approved by the Board
v. Establish a constructive working relationship and provide support to the Chief Executive, and ensure that the Board as a whole acts in partnership with the management executive.
vi. Ensure the Board delegates sufficient authority to its committees, the Chair, the Chief Executive and others to enable the business of the organisation to be carried on effectively between meetings of the Board, and ensuring that the Directors of the Board monitor the use of these delegated powers.
vii. Ensure that the skills and knowledge of Directors of the Board are continuously developed.
viii. Carry out an annual appraisal of Directors of the Board, and provide Directors of the Board with ongoing feedback on their performance to avoid any shocks at appraisal.
ix. Carry out annual appraisal of the Chief Executive.
x. Ensure proper arrangements are in place to determine the remuneration of the Chief Executive and other staff.
xi. Ensure that the Chief Executive is replaced, if and when necessary, in a timely and orderly fashion.
xii. Ensure the Board receives professional advice, if necessary from external organisations or advisers.
ix. Act as an ambassador representing Newark and Sherwood Homes at Company, Local and National events as appropriate.
x. Develop and maintain effective relationships with Newark & Sherwood District Council’s Leader, Chair of Homes and Communities Committee or their representatives as appropriate.
Chair Person Specification 10
Chair of the Board – Person Specification
Final version, July 2018
Essential Desirable
Commitment
i. to Newark and Sherwood Homes’ Vision, Mission and values
X
ii. to business and governance excellence, seeking and acting on feedback from tenants and other customers, and to making a positive difference for tenants and local communities
X
Experience
i. Significant involvement in public service/people centred organisations
X
ii. Chairing groups of people and meetings effectively
X
iii. Social housing
X
iv. Business/commercial sector
X
Knowledge and skills
i. Aware of and keeps up to date with the external and internal operating environments, both within housing and the wider economic, social and political environment
X
ii. Leadership
X
iii. Ability to chair meetings impartially, encourage all participants to make a contribution and to reach consensus, and to bring out the best in people
X
iv. Listening and verbal communication skills
X
v. Good grasp of strategy and ability to delegate
X
vi. Ability to manage personal and corporate relationships
X
vii. Ability to display energy and confidence in public
X
viii. Effective networking skills and the ability to build partnerships and alliances
X
ix. Ability to be focussed and delegate X
x. Team building skills, team player
X
xi. Ability to assimilate and interpret complex information, including numerical and financial data, and clarify for others
X
xii. Awareness of what an ALMO is, its purpose and of the social housing sector
X
Circumstances
i. Time to attend Board meetings, training, informal meetings, conferences and events (minimum of 4 days per month excluding travel time)
X
Others
i. Commitment to Equality and Diversity
X
ii. Commitment to customer care and excellence in delivery
X
iii. Energy and enthusiasm X
Recruitment process for candidates 12
Newark and Sherwood Homes: Chair Recruitment Process Schedule for Candidates
Activity Date
Commencement of recruitment campaign Monday 3rd September 2018
Offer of informal chat with the chair of the Board 3rd to 17th September 2018
Closing date for application submissions NOTE: to apply, you must complete the Application Form, NED Declarations Form, NSH Equal Opportunities Monitoring Form and return all three to our retained consultant Sam McGrady via email [email protected]
12 noon Monday 17 September
Shortlisting and notification to applicants Friday 21st September 2018
Interview and selection day:
• 1 hour formal interview with Board interview panel
• Informal ‘Meet and greet’ buffet lunch with all Board members, Executive/staff and Council representatives
• 20 minutes informal discussion with Chief Exec including introduction to Council’s Leader, Chair of Homes and Communities Committee and Chief Executive over coffee (as a break in the process)
• Working Group discuss candidates and Panel determine appointment (or make recommendation to Board in November)
Monday 8 October (all day)
Handover period From week commencing 15 October
Recommended appointment to Board Appointed as a Board Member at Board meeting on 22 November.
Commencement of role as Chair 22nd November 2018
Advert 13
Chair of the Board
Newark and Sherwood Homes
£6,500 p.a.
Newark and Sherwood Homes (NSH) was established in 2004 and is the Council's housing company. We provide comprehensive and accredited landlord services and housing expertise to the Council, as well as to local housing associations and Nottinghamshire County Council.
Our vision is delivering excellent housing services, and our core values underpin everything we do: customer first, valuing everyone, delivering excellence, sharing information, continuous improvement and value for money. We believe excellent housing is the cornerstone of a good community - a great place to live.
To lead us in delivering our vision, we are looking for a new Chair of the Board, who may possess the following skills and experience:
• Corporate governance and chairing
• Leadership and strategy
• Networking and being an ambassador
• Business and commercial sector
If you have the capability, competency and capacity to deliver this important Non-Executive role, we would like to hear from you.
For an informal discussion, please contact Sam McGrady at DTP (our retained consultants) on 07961 204771. You can also speak to the outgoing Chair, Lynn Clayton by emailing [email protected] with your contact details, and Lynn will then contact you.
For a copy of the recruitment pack visit Current vacancies - Newark and Sherwood Homes or email [email protected]. Closing date: 12 noon, Monday 17 September 2018.
NOTE: to apply, you must complete the Application Form, NED Declarations Form, NSH Equal Opportunities Monitoring Form and return all three to our retained consultant Sam McGrady via email [email protected]
Newark and Sherwood Homes Articles of Association 14
Registered number: 5145364
The Companies Acts 1985 to 2006
Company limited by guarantee and not having a share capital
Articles of association
of
Newark and Sherwood Homes Limited
1 Definitions and interpretations
1.1 In these Articles unless the context otherwise requires:
"the 1989 Act" means the Local Government and Housing Act 1989 and any statutory
modification or re-enactment thereof for the time being in force;
"the 2006 Act" means the Companies Act 2006 and any statutory modification or re-
enactment thereof for the time being in force;
"the Appraisal" means the annual appraisal (conducted in accordance with the Board's
policy from time to time and the Protocol ) prior to the Board Member's reappointment
for a further term;
"the Articles" means these Articles of Association as originally adopted or as altered
from time to time;
"Board" means the Board of directors of the Organisation from time to time;
"Board Members" means the directors for the time being of the Organisation and shall
exclude Co-optees;
"Chairman" means the Chairman of the Organisation appointed pursuant to Article
26.1 or 26.2 or in his absence any vice or deputy chairman appointed pursuant to
Article 26.3;
"clear days" in relation to the period of a notice means that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or on
which it is to take effect;
"Companies Acts" means any provisions of the Companies Act 1985 and of the 2006
Act and any statutory modification or re-enactment thereof for the time being in force;
"Co-optee" means a person co-opted by the Board pursuant to Article 17.2;
"Council" means Newark and Sherwood District Council or any successor body
thereto;
"Council Board Member" means a Board Member nominated by the Council and
appointed pursuant to Article 14;
"Council Representative" means the person from time to time nominated by the
Council pursuant to Article 11.2;
"Independent Board Member" means a Board Member who is not a Tenant, Leaseholder
or Local Authority Person and appointed pursuant to Article 16;
"Leaseholder" means an individual who holds a lease of a residential property from
and occupies a property belonging to the Council and excludes Tenants;
"Local Authority Person" means any person:
(i) who is a member of the Council; or
(ii) who is an officer of the Council (which for these purposes shall not include
employees with non-managerial posts apart from housing employees);
"the Protocol" means the protocol set out in Schedule 10 to the Management Agreement
between the Organisation and the Council and as may be amended from time to time
by the parties;
"the seal" means the common seal of the Organisation;
"Secretary" means the secretary of the Organisation or any other person appointed to
perform the duties of the secretary of the Organisation, including a joint, assistant or
deputy secretary;
"Tenant" means an individual who holds a secure tenancy of a residential property
from and occupies a property belonging to the Council;
"Tenant Board Member" means a Board Member appointed pursuant to Article 15;
"the United Kingdom" means Great Britain and Northern Ireland.
1.2 Unless the context otherwise requires, words or expressions contained in these
Articles bear the same meaning as in the Companies Acts but excluding any statutory
modification thereof not in force when these Articles become binding on the
Organisation.
1.3 In these Articles words importing individuals shall, unless the context otherwise
require, include corporations and words importing the singular number shall include
the plural, and vice versa and words importing the masculine gender shall include the
feminine gender.
2 Name
The name of the company is Newark and Sherwood Homes Limited (the
Organisation).
3 Registered Office
The Organisation's registered office is to be located in England.
4 Objects
The objects of the Organisation shall be primarily in the areas where the Council owns
or manages housing stock to:
4.1 provide, manage, maintain, improve, demolish or convert the housing stock owned,
managed or provided by the Council from time to time and any other social housing
and other housing stock together with any other amenities or facilities for the benefit of
residents of such housing stock either exclusively or together with persons who are
not residents of such housing stock;
4.2 provide amenities and services of any description for residents of housing stock
referred to in Article 4.1 either exclusively or together with persons who are not residents
of such housing stock;
4.3 provide advice and assistance to all tenants, leaseholders and licensees of the
Council and applicants for housing and applicants for housing advice in respect of the
housing owned, managed or provided by the Council;
4.4 carry out any activity which contributes to the regeneration or development in the area
of the Council (within the meaning of Section 126 of the Housing Grants Construction
and Regeneration Act 1996) including but not limited to:-
4.4.1 securing that land and buildings are brought into effective use;
4.4.2 contributing to or encouraging economic development;
4.4.3 creating an attractive and safe environment;
4.4.4 preventing crime or reducing the fear of crime;
4.4.5 providing or improving housing or social and recreational facilities for the
purpose of encouraging people to live or work in the said area or for the
purpose of benefiting people who live there;
4.4.6 providing employment for local people;
4.4.7 providing or improving training, educational facilities or health services for
local people;
4.4.8 assisting local people to make use of opportunities for education, training or
employment; and
4.4.9 meeting the special needs of local people which arise because of disability
or because of their sex or the racial group to which they belong;
4.5 provide, construct, repair, improve, manage or maintain housing and hostels to be
kept available for letting;
4.6 provide, construct, repair, improve, manage, or maintain accommodation required
from time to time for the benefit of persons who require temporary accommodation;
4.7 provide, construct, repair, improve, manage or maintain housing for sale (including for
sale on shared equity or shared ownership or other similar terms) or otherwise
dispose of on such terms as the Organisation shall determine;
4.8 provide services of any description for the Council or any third party subject to Council
consent;
4.9 assess applicants for housing assistance;
4.10 assess applications by residents of housing stock owned, managed or provided by the
Council to exercise the right to buy under Part V of the Housing Act 1985 or
enfranchisement or commonhold applications under the Leasehold Reform Housing and
Urban Development Act 1993 and the Commonhold and Leasehold Reform Act
2002;
4.11 enable or assist any residents of the housing stock owned, managed or provided by
either the Council or the Organisation to acquire, or to acquire and enter into
occupation of, houses; and
4.12 do all such other acts and things as may be incidental or conducive to the attainment
of the foregoing objects.
5 Powers
5.1 Subject to Article 5.3 the Organisation shall have power to do anything that a natural
or corporate person can lawfully do which is necessary or expedient in furtherance of
its objects unless prohibited by these Articles.
5.2 Subject to Article 5.3 and without limiting the powers described in Article 5.1 the
Organisation shall have power to:
5.2.1 carry out works to land, buildings or other property;
5.2.2 purchase, lease, exchange, hire or otherwise acquire any real or personal
property rights or privileges (including shared or contingent interests);
5.2.3 sell, lease, licence, exchange, dispose of or otherwise deal with property;
5.2.4 contract with the Council or any other person or organisation in furtherance
of its objects;
5.2.5 subject to the prior written consent of the Council and to such consents as
may be required by law to borrow money, issue loan stock or raise money
in such manner as the Organisation shall determine and to secure the
repayment of any money borrowed raised or owing by such security as the
Organisation shall determine (including by way of floating charge) upon the
whole or any part of the Organisation's property or assets (whether present
or future) and also by giving similar security to secure and guarantee the
performance by the Organisation of any obligation or liability it may undertake
or which may become binding on it;
5.2.6 insure and arrange insurance cover for the Organisation from and against
all such risks as the Board may determine and to pay any premium in respect
of such insurance;
5.2.7 subject to Article 33, insure and arrange insurance cover for and to
indemnify its Board Members, employees and voluntary workers and the
Council from and against all such risks incurred in the proper performance
of their duties as it shall consider appropriate and to pay any premium in
relation to indemnity insurance in respect of liabilities of its Board Members
or any of them which would otherwise attach to them in respect of any
negligence, default, breach of duty or breach of trust of which they may be
guilty in respect of the Organisation provided that such insurance shall not
extend to any liability in respect of an act or omission which such Board
Member or Board Members knew or ought reasonably to have known was
a breach of duty or trust or which was committed by such Board Member or
Board Members recklessly without due regard as to whether such act or
omission might be a breach of duty or trust;
5.2.8 invest any monies of the Organisation not immediately required for the
furtherance of its objects as it determines and as permitted by law;
5.2.9 subject to such consents as may be required by law and compliance with all
formal guidance issued by any statutory regulator with authority over the
Organisation to purchase or otherwise acquire or to encourage or promote
and in any way support or aid the establishment and development of any
subsidiary, or any other body established for the purposes of carrying on
any trade or business either for the purpose of raising funds for the
Organisation or for the furtherance of the objects of the Organisation;
5.2.10 subject to the prior written consent of the Council, make donations, grants
or loans or provide services or assistance to such persons and
organisations and on such terms as the Organisation may determine to further
the objects of the Organisation;
5.2.11 carry out on behalf of the Council such of the Council's duties and functions
as to keeping of the Council's Housing Revenue Account for the purposes
of Section 74 of the 1989 Act as may be lawfully undertaken otherwise than
by the Council directly; and
5.2.12 provide services or assistance to such persons and organisations as
permitted by the objects and on such terms as the Board shall determine to
further the objects of the Organisation.
provided that in the event that the Organisation shall take or hold any property which
may be subject to any trusts, the Organisation shall only deal with or invest the same
in such manner as allowed by law, having regard to such trusts.
5.3 The Organisation shall not do any act or thing which causes or might cause the
Council to be in breach of the CIPFA Prudential Code for Capital Finance in Local
Authorities.
6 Application of income and property
6.1 The income and property of the Organisation shall be applied solely towards the
promotion of its objects as set forth in these Articles.
6.2 Save as provided in Articles 6.3 - 6.4, no portion of the income and property of the
Organisation shall be paid or transferred, directly or indirectly, by way of dividend, bonus
or otherwise howsoever by way of profit to the Council and no Board Member (other
than a Co-optee) shall be appointed to any office of the Organisation paid by salary or
fees or receive any remuneration or other benefit or money or money's worth from the
Organisation.
6.3 Notwithstanding the provisions of Articles 6.1 and 6.2 the Organisation may make
payment in good faith:
6.3.1 of reasonable and proper remuneration (including pensions, contributory
pension payments, payment of premiums to pension policies and terminal
grants and gratuities) to any officer or employee of the Organisation (not being
a Board Member other than a Co-optee) in return for any services rendered
to the Organisation;
6.3.2 of fees, remuneration or other benefit in money or money's worth to a
company or other body corporate of which a Board Member may be a
member holding not more than 2% of the share capital of the company or
body corporate;
6.3.3 to any Board Member of reasonable and proper remuneration and
reasonable expenses in accordance with Article 23 and such other sums as
may be determined by the Council provided that no sum shall be paid to a
Board Member:
(a) who is an elected member of the Council, in excess of that which
would be permitted to be paid by the Local Authorities (Companies)
Order 1995; and
(b) in excess of that which would be permitted to be paid to a Board
Member pursuant to any guidance issued from time to time by any
statutory regulator or other competent body with authority over the
Organisation;
6.3.4 of reasonable and proper remuneration to the Council or employees thereof
(not being Board Members) in return for any services rendered to the
Organisation;
6.3.5 of reasonable and proper rent for premises demised or let by the Council;
6.3.6 of reasonable and proper interest on money lent by the Council; or
6.3.7 subject to Article 6.3.3, of an honorarium payment as shall be
recommended by the Board and approved by the Council from time to time,
to the Board Members in recognition of the skills, knowledge and time
commitment required of the role
6.4 Notwithstanding the provisions of Articles 6.1 and 6.2, the Organisation may manage
a property in accordance with its objects (including the full range of activities it may
undertake) notwithstanding the fact that the tenant, lessee or licensee (or prospective
tenant, lessee or licensee) of such property may be a Board Member provided that
no Board Member shall be entitled to speak in any debate or cast any vote in respect
of any matter relating specifically to the property of which he is tenant, lessee or licensee
and to no other property of the Organisation and shall absent himself/herself from such
proceedings.
7 Equal Opportunities
The Organisation shall at all times take into consideration and take positive action to
promote the principles of equality of opportunity irrespective of age, gender, race,
nationality, ethnic origin, religion, sexual orientation or disability.
8 Limited Liability
The liability of the Council is limited.
9 Members' Guarantee
The Council undertakes to contribute to the assets of the Organisation, in the event of
the same being wound up while they are a member of the Organisation, or within one
year after they cease to be a member of the Organisation, for payment of the debts
and liabilities of the Organisation contracted before they cease to be a member of the
Organisation, and of the costs, charges and expenses of winding up, and for the
adjustment of the rights of the contributories among themselves, such amount as may
be required not exceeding one pound.
10 Winding up
If, upon the winding up or dissolution of the Organisation, there remains, after the
satisfaction of all its debts and liabilities any property whatsoever, the same shall be paid
or transferred to the Housing Revenue Account (as defined in the 1989 Act) of the
Council.
11 Admission of Members
11.1 No person other than the Council shall be admitted to membership of the
Organisation.
11.2 The Council shall nominate a person to act as its representative in the manner
provided in Section 323 of the 2006 Act. Such representative shall have the right on
behalf of the Council to attend meetings of the Organisation and vote thereat, and
generally exercise all rights of membership on behalf of the Council. The Council may
from time to time by written notice to the Secretary revoke the nomination of such
representative and may nominate another representative in his place.
11.3 The rights of the Council shall be personal and shall not be transferable.
12 General meetings and resolutions
12.1 All general meetings other than annual general meetings shall be called extraordinary
general meetings.
12.2 The Board Members may call general meetings and, on the requisition of the Council,
shall forthwith proceed to convene a general meeting as required pursuant to the
provisions of Section 304 of the 2006 Act. If there are not within the United Kingdom
sufficient Board Members to call a general meeting, any Board Member or the Council
may call a general meeting.
12.3 Any general meeting not called on the requisition of the Council pursuant to Article
12.2 shall be called by at least fourteen clear days' notice or by shorter notice if it is so
agreed by the Council. The notice shall specify the time and place of the meeting and,
in the case of an annual general meeting, shall specify the meeting as such.
The notice shall be given to the Council and to the Board Members and to the
Organisation's auditors.
12.4 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings
at that meeting.
12.5 No business shall be transacted at any general meeting unless a quorum is present.
The presence of a duly authorised representative of the Council shall be a quorum.
12.6 If the Council Member makes a decision which is required to be taken in a general
meeting or by means of a written resolution, that decision shall be valid and effectual
as if agreed by the Organisation in general meeting provided that any such decision
taken by the Council pursuant to this Article 12.6 is recorded in writing, signed by the
Council Representative and delivered to the Secretary for entry in the Organisation's
minute book.
12.7 An entry in the minutes of any general meeting stating that a resolution has been
carried or lost shall be conclusive evidence of the fact.
13 The Board
13.1 The Board shall comprise up to nine Board Members consisting of:
13.1.1 up to three Council Board Members;
13.1.2 up to three Tenant Board Members; and
13.1.3 up to three Independent Board Members;
provided that the Council, as the sole Member of the Organisation, may at any time
determine a different Board size or composition by an ordinary resolution.
13.2 No more than four Board Members shall be Tenants and Leaseholders.
13.3 No more than four Board Members shall be Local Authority Persons.
13.4 In the event that the number of Board Members shall be less than the numbers
specified in this Article 13 the remaining Board Members shall use reasonable
endeavours to appoint further Board Members and may act notwithstanding this
Article.
13.5 Save for any appointments under Article 17, each Board Member shall be appointed
for a fixed term of office expiring at the conclusion of an annual general meeting (each
a fixed term) and the period between consecutive annual general meetings is
hereinafter in these Articles called a year. The fixed term shall be for a term expiring
at the conclusion of the third annual general meeting unless a shorter term was set for
an individual Board Member so as not to cause that Board Member to serve for more
than nine consecutive years.
13.6 At every annual general meeting each Board Member who has served on the Board
for their fixed term shall retire from the office.
13.7 Any Board Member who retires from office at an annual general meeting under Article
13.6 shall be eligible for re-appointment for a second or third fixed term subject to a
satisfactory Appraisal and subject also to the provisions of Article 18.15.
13.8 For the purposes of these Articles, any Board Member serving on the Board before these
Articles were adopted shall be deemed to have been appointed at the time of their last
appointment to the Board for a fixed term of three years and shall be eligible for
reappointment subject as provided in Article 13.7.
13.9 Notwithstanding any other provisions in these Articles, the Council shall have power at
any time by notice in writing signed by the Council Representative and delivered to the
Secretary to appoint and remove any Board Member.
14 Council Board Members
14.1 Subject to Article 13 the Council shall from time to time nominate three persons for
appointment as Council Board Members and shall have the power to remove from
office any such Board Member.
14.2 Nomination or removal pursuant to Article 14.1 shall be by notice in writing signed by
the Council Representative and delivered to the Secretary. In case of a removal, it
shall take effect from the date the notice was delivered to the Secretary or such other
date as may be specified in the notice. In case of a nomination, the person so
nominated shall be duly appointed as a Council Board Member with effect from the close
of the annual general meeting at which the Secretary announces the nomination.
15 Tenant Board Members
15.1 Prior to every annual general meeting at which any Tenant Board Member vacancies
need to be filled, direct elections shall be held among the Tenants for the number of
Tenant Board Members to be appointed thereat provided that no such elections are
required for any re-appointment of a retiring Tenant Board Member pursuant to
Articles 13.7 and 15.3. Only Tenants and Leaseholders shall be eligible to be appointed
as Tenant Board Members but otherwise the mode and manner of such elections shall
be as the Board may from time to time agree subject at all times to compliance with
Article 13.
15.2 The Secretary shall announce the results of the elections referred to in Article 15.1 at
each relevant annual general meeting and the Tenants so elected shall be duly
appointed as Tenant Board Members with effect from the close of such meeting.
15.3 If, at the annual general meeting at which any Tenant Board Member vacancies need
to be filled, there are no other candidates to fill the post the retiring Tenant Board Member
shall, if willing to act and subject to Article 13.7, be deemed to have been re- appointed
unless a resolution not to reappoint that Board Member is passed by the Board.
16 Independent Board Members
16.1 If, at the annual general meeting at which any Independent Board Member vacancies
need to be filled, there are no other candidates to fill the post the retiring Independent
Board Member shall, if willing to act and subject to Article 13.7, be deemed to have been
re-appointed unless a resolution not to reappoint that Board Member is passed by the
Board.
16.2 Except in the case of a casual vacancy filled by the Board under Article 17 below, no
person other than an Independent Board Member who is deemed to have been re-
appointed under Article 16.1 shall be appointed as an Independent Board Member at
any general meeting unless he is recommended by the Board.
16.3 Subject to Articles 13 and 16.1 - 16.2 the Council shall by ordinary resolution appoint
any eligible person who is willing to act as an Independent Board Member.
16.4 Not less than seven nor more than twenty-eight clear days before the date appointed
for holding an annual general meeting notice shall be given to the Council of any person
(other than a Board Member who is deemed to have been re-appointed under Article
16.1) who is recommended by the Board for appointment or reappointment as an
Independent Board Member at the meeting. The notice shall give the particulars of that
person which would, if he were so appointed or re-appointed, be required to be included
in the Organisation's register of Board Members.
17 Casual vacancies and Co-optees
17.1 Subject to Article 13 the Board may appoint a person who is willing to act to be a
Board Member to fill a vacancy which arises between annual general meetings provided
that:
17.1.1 the Board may only fill vacancies occurring among Council Board Members
where the Council shall have failed within three months of a written request
by the Organisation or prior to the relevant annual general meeting to make
the appropriate nominations pursuant to Articles 14.1 - 14.2 or shall have
given notice to the Organisation in writing that it does not intend to do so;
17.1.2 the Board may only fill vacancies occurring among Tenant Board Members
where the tenant participation mechanisms agreed by the Board for the
selection of Tenant Board Members from time to time shall have failed,
within three months of a written request by the Organisation or prior to the
relevant annual general meeting, to make a nomination to fill such vacancy or
shall have given notice to the Organisation in writing that it does not
intend to do so.
A Board Member appointed under this Article 17.1 shall hold office only until the next
following annual general meeting. If not re-appointed at such annual general meeting he
shall vacate office at the conclusion thereof.
17.2 The Board may from time to time co-opt up to a maximum of three persons (including
no more than one Leaseholder) to the Board and may at any time revoke such co- option.
18 Disqualification and removal of Board Members
18.1 A person shall be ineligible for appointment as a Board Member or as a Co-optee and
if already appointed shall immediately cease to be a Board Member or a Co-optee if
the relevant individual:-
18.2 ceases to be a Board Member by virtue of any provision of the Companies Acts or
becomes prohibited by law from being a company director; or
18.3 is or becomes a person disqualified or suspended from elected membership of a local
authority; or
18.4 becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
18.5 resigns his office by notice to the Organisation; or
18.6 is removed from office by a resolution (or written notice signed by) at least three quarters
of all the other Board Members from time to time; or
18.7 shall for more than six consecutive months have been absent without permission of
the Board from meetings of the Board held during that period and the Board resolves
that his office be vacated; or
18.8 in any period of 12 months, he shall have been absent (without the permission of the
Board Members) from at least 60% of the meetings of the Board held during that
period and the Board resolves that his office be vacated; or
18.9 in the case of a Tenant Board Member he ceases to be a Tenant or Leaseholder
provided that this Article 18.8 shall not apply in respect of a Tenant Board Member
temporarily ceasing to be a Tenant as a result of the demolition of or works carried out
to that Tenant Board Member's home; or
18.10 is a Tenant Board Member and is (in the reasonable opinion of a majority of Board
Members) in serious breach of their obligations as a Tenant or Leaseholder (as the case
may be); or
18.11 is a Council Board Member and is or becomes a Tenant or Leaseholder leading to a
breach of the limit in Article 13.2; or
18.12 is a Tenant Board Member and is or becomes a Local Authority Person leading to a
breach of the limit in Article 13.3; or
18.13 is an Independent Board Member and is or becomes a Tenant, a Leaseholder or a
Local Authority Person; or
18.14 is removed by resolution of the Council pursuant to Article 13.9; or
18.15 is a Co-optee and his co-option is revoked by the Board; or
18.16 shall have served on the Board for a period of nine consecutive years.
19 Powers of the Board
19.1 Subject to:
19.1.1 the provisions of the Companies Acts;
19.1.2 directions of the Council in general meetings; and
19.1.3 these Articles,
the business of the Organisation shall be managed by the Board who may exercise all
the powers of the Organisation. No alteration of these Articles or directions of the
Council shall invalidate any prior act of the Board which would have been valid if that
alteration had not been made. The powers given by this Article shall not be limited by
any special power given to the Board by these Articles and a meeting of the Board at
which a quorum is present may exercise all powers exercisable by the Board.
19.2 The Board may, by power of attorney or otherwise, appoint any person to be the agent
of the Organisation for such purposes and on such conditions as they determine,
including authority for the agent to delegate all or any of his powers.
20 Borrowing Powers
Subject to Article 5 the Board may exercise all the powers of the Organisation to
borrow money without limit as to amount and upon such terms and in such manner as
the Board considers fit, and to grant any mortgage, charge or other security over the
undertaking and property of the Organisation, or any part thereof, and to issue any
debenture, whether outright or as security for any debt, liability or obligation of the
Organisation or of any third party.
21 Delegation of Board Members' Powers
21.1 The Board may delegate in writing any of its powers to any committee consisting of
two or more Board Members together with such other persons as the Board sees fit (but
so that Board Members shall constitute a majority).
21.2 The Board may delegate in writing to the Chairman or any vice or deputy Chairman or
to any executive officer such of its powers as it considers desirable to be exercised by
him.
21.3 Any delegation under this Article 21 may be made subject to any conditions the Board
may impose, and either collaterally with or to the exclusion of their own powers and may
be revoked or altered. Subject to any such conditions, the proceedings of a committee
with two or more members shall be governed by the Articles regulating the proceedings
of the Board so far as they are capable of applying.
22 Alternate Board Members
No Board Member shall be entitled to appoint any person as an alternate Board
Member.
23 Board Members' honorariums and expenses
23.1 Subject to Article 6.3.7, Board Members may be paid an honorarium at a level
deemed by the Board to be a reasonable and proper amount, in light of the
contribution of the Board Member and the calibre of Board Member required to fulfil
the role.
23.2 The Board Members and Co-optees may be paid all travelling, hotel, and other
expenses reasonably and properly incurred by them in connection with their
attendance at meetings of the Board or committees of the Board or general meetings
or otherwise in connection with the discharge of their duties and such other sums as
may be determined by the Council pursuant to Article 6.3.3.
24 Board Members' interests
24.1 A Board Member (or Co-optee) may not have any financial interest personally or as a
member of a firm or as a director or senior employee (being an employee with
managerial status) or in any contract or other transaction of the Organisation unless it
is permitted by these Articles and is not prohibited by Article 6.
24.2 Each Board Member (and Co-optee) shall ensure that the Secretary has at all times
an up to date list of:-
24.2.1 all bodies trading in which he or she has an interest as:
(a) a director or senior employee; or
(b) a member of a firm; or
(c) the owner or controller of more than 2% of the issued share capital
in a company or other body corporate having a share capital; or ,
24.2.2 all interests as an official or elected member of any statutory body; or
24.2.3 all interests as the occupier of any property owned or managed by the
Organisation; or
24.2.4 any other significant or material interest.
24.3 Authorisation of conflicts
24.3.1 If an actual or potential conflict of interest arises for a Board Member other
than in relation to a transaction or arrangement with the Organisation and
the conflict is not authorised by virtue of any other provision in the Articles,
the un-conflicted Board Members may authorise such a conflict of interests
provided that:
(a) any conflicted Board Member is not to be counted in the quorum of
Board Members at the meeting where the conflict is to be
authorised; and
(b) the un-conflicted Board Members consider it is in the interests of the
Organisation to authorise the conflict of interest in the
circumstances applying.
24.3.2 The Board Members may attach any conditions to an authorisation given
under Article 24.3.1 that they consider to be in the best interests of the
Organisation.
24.3.3 The Board should consider whether any actual or potential conflicts should
be authorised in accordance with Article 24.3.1 each time:
(a) a new Board Member is appointed; or
(b) a new situation (not already authorised) arises for an existing Board
Member that gives rise to an actual or potential conflict of interests.
24.3.4 In authorising any matter under this Article 24.3, the Board may also decide
that if a Board Member receives or has received information otherwise than
by virtue of his position as a Board Member of the Organisation and in respect
of which he owes a duty of confidentiality to another person, the Board
Member is under no obligation to:
(a) disclose any such information to the Organisation, the Board or any
other Board Member or employee of the Organisation; or
(b) use or apply any such information in connection with the
performance of his duties as a Board Member.
24.4 Interests
24.4.1 Any Board Member (or Co-optee) having an interest in any arrangement
between the Organisation and another person or body shall disclose that
interest to the meeting before the matter is discussed by the Board or
committee of the Board. Unless the interest is of the type specified in
Article 24.4.2 or 24.4.3 the Board Member (or Co-optee) concerned shall
not remain present during the discussion of that item unless requested to
do so by the remaining members of the Board or committee of the Board
and may not vote on the matter in question, but no decision of the Board or
any committee of the Board shall be invalidated by the subsequent
discovery of an interest which should have been declared.
24.4.2 Provided the interest has been properly disclosed pursuant to Article 24.4.1
a Board Member (or Co-optee) may remain present during the discussion and
a Board Member (but not a Co-optee) may vote on the matter under
discussion where the interest arises because:
(a) the Board Member (or Co-optee) is a Tenant or Leaseholder, so
long as the matter in question affects all or a substantial group of
Tenants or Leaseholders; or
(b) the Board Member (or Co-optee) is a director or other officer of a
company or body which is a parent, subsidiary or associate of the
Organisation; or
(c) the Board Member (or Co-optee) is an official or elected member of
any statutory body; or
(d) of any other reason but the conflict was authorised under Article
24.3.
24.4.3 A Board Member (or Co-optee) shall not be treated as having an interest:
(a) of which the Board Member (or Co-optee) has no knowledge and of
which it is unreasonable to expect him to have knowledge;
(b) in the establishment of a policy in respect of Board Member (or Co-
optee) expenses payable pursuant to Article 23;
(c) in the decisions relating to the level of honorarium to be paid to
Board Members (excluding the Chair and Vice Chair).
24.5 If a question arises at a meeting of the Board or of a committee of the Board as to the
right of a Board Member (other than the chairman of the meeting) to vote, the question
may, before the conclusion of the meeting, be referred to the chairman of the meeting
and his ruling in relation to any Board Member (other than himself) shall be final and
conclusive
24.6 If a question arises at a meeting of the Board or of a committee of the Board as to the
right of the chairman of the meeting to vote, and such question is not resolved by his
voluntarily agreeing to abstain from voting, such question shall be decided by
resolution of the Board Members present at that meeting (excluding the Chairman),
whose majority vote shall be final and conclusive.
25 Proceedings of board meetings
25.1 Subject to:
25.1.1 these Articles;
25.1.2 any regulations established from time to time by the Organisation; and
25.1.3 compliance with all relevant statutory requirements
the Board may regulate its proceedings as it determines.
25.2 One third of the total number of Board Members (or such whole number of Board
Members nearest to one third) may call a meeting of the Board. It shall not be
necessary to give notice of a meeting to a Board Member who is absent from the United
Kingdom.
25.3 A Board meeting or a meeting of a committee of the Board may consist of a
conference between Board Members or committee members through the medium of
conference telephone or any form of electronic communication or similar form of
communications equipment or combination of such methods provided that each
Board Member or committee member participating in the meeting is able to hear and
speak to each other participating Board Member or committee member throughout the
meeting. A Board Member or committee member so participating shall be deemed to
be present in person at the meeting and shall accordingly be counted in a quorum and
be entitled to vote. Subject to the Companies Acts, all business transacted in such
manner by the Board Members or by a committee of the Board shall for the purposes
of these Articles be deemed to be validly and effectively transacted at a meeting of the
Board or of a committee notwithstanding that fewer than two Board Members or
committee members are physically present at the same place. Such a meeting shall
be deemed to take place where the largest group of those participating is assembled
or if there is no such group where the chair of the meeting then is. The word
"meeting" in these Articles shall be construed accordingly.
25.4 The quorum for the transaction of the business of the Board at the time when any
Board meeting proceeds to business shall be four. The Board will not be quorate
unless the quorum consists of at least one Board Member from two of the three
categories of Board Members (e.g. one Tenant Board Member and one Council Board
Member, or one Independent Board Member and one Council Board Member, or one
Tenant Board Member and one Independent Board Member). Co-optees may not
count towards a quorum.
25.5 If a quorum is not present within half an hour from the time appointed for a Board meeting
the Board meeting shall, if requested by a majority of those Board Members present, be
adjourned to the same day in the next week at the same time and place or to such other
day and at such other time and place as the Board Members present may determine.
25.6 If at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting then notwithstanding Article 25.4 the Board Members
present shall constitute a quorum.
25.7 Questions arising at a Board Meeting shall be decided by a majority of votes and each
Board Member present in person shall be entitled to one vote. In the case of an
equality of votes, the Chairman shall have a second or casting vote.
25.8 Co-optees shall be entitled to attend and to speak but not to vote at meetings of the
Board or of a committee of the Board.
25.9 All acts done by a meeting of the Board, or of a committee of the Board or by a person
acting as a Board Member shall, notwithstanding that it be afterwards discovered that
there was a defect in the appointment of any Board Member or that any of them were
disqualified from holding office, or had vacated office, or were not entitled to vote, be
as valid as if every such person had been duly appointed and was qualified and had
continued to be a Board Member and had been entitled to vote.
26 Chairman and vice or deputy chairman
26.1 The Board Members shall appoint one of their number to be the Chairman of the
Board in accordance with a policy on the recruitment and selection of the Chairman
adopted by the Board from time to time. The appointment of the Chairman is subject
to the Board being compliant with Articles 13.1 to 13.3 at all times by, if necessary,
utilising the powers of the Board to remove a Board Member contained in Article 18.
26.2 Unless he is unwilling to do so, the Board Member so appointed shall preside at every
meeting of the Board at which he is present. But if there is no Board Member holding
that office, or if the Board Member holding it is unwilling to preside or is not present
within five minutes after the time appointed for the meeting, the Board Members present
may appoint one of their number to be Chairman of the meeting.
26.3 The Board may appoint a vice or deputy chairman to act in the absence of the
Chairman on such terms as the Board shall think fit.
27 Written resolution
A resolution in writing signed by:
27.1 three quarters of all the Board Members entitled to receive notice of a meeting of the
Board or of a committee of the Board; and
27.2 the Chairman of the Organisation or of the relevant committee; and
which satisfies the quorum requirements of Article 25.4 shall be as valid and effectual
as if it had been passed at a meeting of the Board or (as the case may be) a
committee of the Board duly convened and held and may consist of several
documents in the like form each signed by one or more Board Members.
28 Secretary
The Organisation may have a Secretary (and any deputy or alternate Secretary) who
shall be appointed by the Board for such term, at such remuneration and upon such
conditions as the Board may determine and any Secretary so appointed may be
removed by the Board.
29 Minutes
The Board shall cause minutes to be made in books kept for the purpose:-
29.1 of all appointments of officers made by the Board Members; and
29.2 of all proceedings at meetings of the Organisation and of the Board, and of
committees of the Board and of the Council in its capacity as the sole member of the
Organisation, including the names of the Board Members present at each such meeting.
30 Records accounts and returns
The Organisation shall comply with the provisions of the Companies Acts in respect
of:-
30.1 the keeping and auditing of accounting records;
30.2 the provision of accounts and annual reports of the directors; and
30.3 the making of an annual return.
31 The Seal
31.1 If the Organisation has a seal it shall only be used with the specific or general
authority of the Board or of a duly authorised committee of the Board. The Board may
determine who shall sign any instrument to which the seal is affixed and unless otherwise
so determined it shall be signed by a Board Member and by the Secretary or a second
Board Member.
31.2 The Organisation may exercise the powers conferred by Section 49 of the 2006 Act
with regard to having an official seal for use abroad, and such powers shall be vested
in the Board Members.
32 Notices
32.1 Any notice to be given to or by any person pursuant to the Articles shall be in writing
except that a notice calling a meeting of the Board or of a committee of the Board
need not be in writing.
32.2 The Organisation may give any notice to the Council either personally or by sending it
by post in a prepaid envelope addressed to the Council at their registered address or
by leaving it at that address.
32.3 The Council present by duly authorised representative at any meeting of the
Organisation shall be deemed to have received notice of the meeting and, where
requisite, of the purposes for which it was called.
32.4 Proof that an envelope containing a notice was properly addressed, prepaid and
posted shall be conclusive evidence that the notice was given. A notice shall be
deemed to be given at the expiration of 48 hours after the envelope containing it was
posted.
33 Indemnity
33.1 Every Board Member or other officer of the Organisation shall be indemnified out of the assets
of the Organisation against all losses or liabilities which he may sustain or incur in or about the
execution of the duties of his office or otherwise in relation thereto, including any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted or in connection with any application under Section
1157 of the 2006 Act in which relief is granted to him and no Board Member or other officer shall
be liable for any loss, damage or misfortune which may happen to or be incurred by the
Organisation in the execution of the duties of his office or in relation thereto provided that
this Article shall only have effect in so far as its provisions are not avoided by Section 232 of
the
2006 Act.
33.2 Save as provided in Article 5.2.7, the Board shall have power to purchase and maintain
for any Board Member or officer of the Organisation insurance against any such liability as is
referred to in Section 232 of the 2006 Act.
Newark and Sherwood Homes Governance Guide 33
Delivering excellent Housing Services
Governance Guide
Newark and Sherwood Homes Limited
Version 12 November 2017
Stephen Feast
1
1. Openness 19
2. Propriety 19
2.1 - Conduct of Directors of the Board 19
2.2 - Why do we need a Code of Conduct? 20
2.3 - A Summary of the Code of Conduct 20
2.4 - The Principles of Good Governance 21
2.5 - Code of Conduct – General Provisions 22
- Scope 22
- General Obligations 22
- Interests 23
- Personal Interests 23
- Disclosure of Personal Interests 23
- Prejudicial Interests 23
- Participation in Relation to Disclosed Interests 24
- Registration of Financial and Other Interests 24
- Relationships with Residents 25
2.6
- Registration of Gifts and Hospitality - Audit
26 26
3. Equality and Diversity 26
Sectional Index
Introduction 4
Section One 5 1. The Board – Terms of Reference of the Board 5
2. Duties of the Board 6
3. Functions of the Board 6
4. Purpose of the Board 7
5. Director of the Board – Role Description 7
6. Chair of the Board – Role Description 8
7. Chair of the Board – Person Specification 9
8. Directors of the Board who are Tenants or Leaseholders 10
9. Director of the Board – Person Specification 12
10. Board Review and Renewal 13
11. Checklist for Recruitment of Independent Directors of the Board and Arising Casual Vacancies
14
12. 13.
Checklist for Recruitment of Tenant/Leaseholder Directors of the Board and Arising Casual Vacancies Checklist for Appointment of Councillors and Arising Casual Vacancies
14
15
14. Checklist for Recruitment of the Chair of the Board 15
15. Expenses for Directors of the Board 15
16. Committee Structures 16
17. Board and Committee Meetings 17
Section Two – Openness, Propriety and Equality of the Board 19
Section Three 28 1. Management of the Board 28 2. Performance Management 28 3. Risk Management 29 4. Framework for Delegation 29 5. Executive Recruitment 30 6. Role of the Company Secretary 30
Annex One – Checklist for Newark and Sherwood Homes Directors of the Board 32 Annex Two – Directors of the Board – Review and Self-Assessment (amended July 2017) 35 Annex Three – Newark and Sherwood Homes – Equality and Diversity Monitoring 42 Annex Four – Newark and Sherwood Homes – Delegation Planning 44
Alphabetical Index 4S
Introduction
1.1 Newark and Sherwood Homes is a Council owned Housing Company which was set up with effect from 1 November 2004 to manage, maintain and improve Council housing on behalf of Newark and Sherwood District Council.
1.2 Newark and Sherwood Homes is a non-profit making Company has one shareholder,
Newark and Sherwood District Council.
1.3 The Company has responsibility for managing approximately 5,500 Council homes in
Newark and Sherwood along with approximately 130 full time equivalent staff.
1.4 The Board s purpose is to determine the strategic direction of Newark and Sherwood
Homes ensuring that the Chief Executive effectively delegates the management of the Delivery Plan.
“Good governance leads to good management, good performance, good stewardship of public money, good public engagement and, ultimately, good outcomes” (Sir Alan Langlands, January 2005)
1.5 This Governance Guide has been implemented to support Directors of the Board in
understanding and applying common principles of good governance in carrying out their role within Newark and Sherwood Homes. The Guide has been developed in line with The Good Governance Standard for Public Services and the Homes and Communities Agency (HCA) Standard on Governance and Viability.
1.6 In order for the effective governance of Newark and Sherwood Homes, Directors of the
Board must be prepared to make the commitment to undertake the responsibilities as detailed in this guide, and adhere to its protocols and codes of behaviour.
SECTION ONE
1. The Board – Terms of Reference of the Board
1.1. The role of the Board is to add value to Newark and Sherwood Homes, enabling it to deliver excellent housing services, sustainable homes and communities and service improvements. It does this by providing a framework of good governance within which the organisation can thrive and grow.
1.2 The Board has ultimate responsibility for the governance practice of Newark and
Sherwood Homes. The Board's central role is to direct the organisation's work; that is, to determine strategic direction, deliver the terms of the management agreement, and approve overall expenditure and policies.
1.3 The Board should:
i. Set the Vision – where does the organisation want to operate or what does
the organisation want to do? ii. Set the Mission - the stages for reaching the Vision.
iii. Define the strategy – the details of how the organisation will deliver the Vision and Mission.
iv. Define the Core Values – how should the organisation act and behave?
1.4. Management, that is the implementation of the above, should be delegated to paid staff.
1.5. The Board must provide active leadership in carrying out this role. Directors of the
Board should take collective responsibility for decisions made by the Board. Each Director of the Board should act only in the interests of Newark and Sherwood Homes and not on behalf of any constituency or interest group.
1.6 To discharge their responsibilities for the direction of Newark and Sherwood Homes,
Directors of the Board should have or acquire a diverse range of skills, competencies and experience. These should cover the following broad areas:
i. Working as an effective team to take strategic decisions for social outcomes. ii. Direct knowledge of the needs and aspirations of the communities and
people served. iii. General business, financial and management skills. iv. Other relevant skills, such as legal, property, development, and public affairs.
1.7 Each Director of the Board will be given a formal letter specifying their obligations and
a copy of the Code of Conduct as part of an induction pack and should sign a copy of the code to indicate acceptance.
1.8 The Board should regularly review the effectiveness of its own Governance
arrangements. A checklist is provided as an annexe, in this Governance Guide.
2. Duties of the Board
2.1 The duties of the Newark and Sherwood Homes Board are:
i. Focussing on the Company s purpose and on outcomes for tenants,
leaseholders and other stakeholders. ii. Performing effectively with clearly defined functions and roles.
iii. Promoting values for the whole Company and demonstrating the values of good governance through behaviour.
iv. Taking focussed, transparent decisions and managing risk. v. Developing the capacity and capability of the governing body to be effective.
vi. Engaging stakeholders and making accountability real. vii. Defining and ensuring compliance with the vision, mission and values of
Newark and Sherwood Homes. viii. Agreeing the annual Delivery Plan with Newark & Sherwood District Council.
ix. Establishing policies and plans to achieve the Delivery Plan and meet the agreed targets.
x. Approving each year's budget and accounts prior to publication. xi. Establishing and overseeing a framework of delegation and systems of control.
xii. Agreeing policies and making decisions on all matters that might create significant financial or other risk to Newark and Sherwood Homes, or which raise material issues of principle.
xiii. Monitoring Newark and Sherwood Homes performance in relation to these plans, budgets, controls and decisions, taking decisive action to correct under performance and to achieve continuous improvement.
xiv. Appointing (reviewing the performance of, and if necessary, dismissing) the Chief Executive.
xv. Satisfying itself that Newark and Sherwood Homes affairs are conducted lawfully and in accordance with generally accepted standards of performance and propriety.
3. Functions of the Board
3.1 The primary functions of the Board are to:
i. Ensure compliance with the Memorandum and Articles of Association.
ii. Ensure the affairs of Newark and Sherwood Homes are conducted lawfully and ethically and within the terms of its Constitution.
iii. Ensure compliance with the Management Agreement between Newark and Sherwood Homes and Newark & Sherwood District Council.
iv. Define and ensure compliance with the Delivery Plan through the agreement of:
a. policies for action; b. budgets;
c. a framework of delegation and system control including performance monitoring;
d. Risk Management Plan. v. Ensure arrangements are in place for urgent decisions to be made in between
meetings. vi. Appoint the Chief Executive and the Company Secretary.
4. Purpose of the Board
4.1 To lead and direct the affairs of Newark and Sherwood Homes ensuring that the management is effectively delegated and carried out by the Chief Executive and his/her staff.
S. Director of the Board – Role Description
5.1 Carrying out the role of Director of the Board requires active leadership. The role of a non-Executive Director of the Board is to:
i. Support the Vision, Mission and values of Newark and Sherwood Homes.
ii. Exercise care and skill in carrying out their functions (as set out in the Memorandum and Articles of Association).
iii. Identify personal training and development needs, seek opportunities for development and attend appropriate training events.
iv. Give time and positive support to the development and management of Newark and Sherwood Homes.
v. Ensure personal interests do not come into conflict with the responsibilities of a Director of the Board.
vi. Sign and adhere to Newark and Sherwood Homes Code of Conduct. vii. Constructively challenge and contribute to the development of strategy.
viii. Scrutinise the performance of management in meeting agreed goals and monitor the reporting of performance.
ix. Satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
x. Determine appropriate levels of remuneration of Directors of the Board and have a prime role in appointing, and when necessary removing the Chief Executive.
xi. Ensure the Board acts in the best interests of the organisation with regard to the interest of tenants, leaseholders and the local community and not act in representation of any particular constituency or interest, political or personal.
xii. Work collectively as a Board to ensure the interests of tenants, leaseholders and the community remain at the heart of its discussions.
xiii. Work collectively as a Board in carving out these responsibilities within this role to ultimately be accountable to Newark & Sherwood District Council.
xiv. Accept collective responsibility for decisions made by the Board in the best interest of the Company.
6. Chair of the Board – Role Description
6.1 The Chair of Newark and Sherwood Homes has a role in addition to other general Director of the Board responsibilities to:
i. Provide strategic leadership to both the Board and the Company
ii. Ensure efficient conduct of Board business and General Meetings ensuring the appropriate involvement of all Directors of the Board.
iii. Establish a constructive working relationship and provide support to the management executive.
iv. Carry out an annual appraisal of Directors of the Board and to provide Directors of the Board on going feedback on their performance to avoid any shocks at appraisal.
v. Carry out annual appraisal of the Chief Executive. vi. Where delegated by the Board, take urgent decisions in between meetings
considering advice of the Chief Executive and consulting with Directors of the Board as appropriate.
vii. Ensure the Board receives professional advice, if necessary from external organisations or advisers.
viii. Maintain an overview of the composition of the Board recommending action to remedy deficiencies.
ix. Act as an ambassador representing Newark and Sherwood Homes at Company, Local and National events as appropriate.
x. Develop and maintain effective relationships with Newark & Sherwood District Council s Leader, Chair of Homes and Communities Committee or their representatives as appropriate.
7. Chair of the Board – Person Specification
Essential Desirable
Commitment i. to Newark and Sherwood Homes Vision, Mission and
values ii. to making a positive difference for tenants and local
communities
✓
✓
Experience i. Significant involvement in public service/people
centred organisations ii. Chairing groups of people
iii. Managing large organisations iv. Delivery of large scale projects/programmes
✓
✓
✓
✓
Knowledge and skills i. Social housing
ii. Leadership iii. Ability to chair meetings impartially, encourage all
participants to make a contribution and to reach consensus
iv. Listening and verbal communication skills v. Good grasp of strategy and ability to delegate
vi. Ability to manage personal and corporate relationships vii. Ability to display energy and confidence in public
viii. Effective networking skills and the ability to build partnerships and alliances
ix. Ability to be focussed and delegate x. Team building skills
xi. Company law xii. Awareness of what an ALMO is and its purpose
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Circumstances i. Time to attend Board meetings, training, informal
meetings, conferences and events
✓
Others i. Commitment to Equality and Diversity
ii. Commitment to customer care and excellence in delivery
✓
✓
9
8. Directors of the Board who are Tenants or Leaseholders
8.1 The establishment of Newark and Sherwood Homes has created a new dynamic relationship between Newark & Sherwood District Council and its tenants and leaseholders and Tenants Representatives in particular. For Tenant Directors of the Board and Leaseholder Co-optees this has changed from “the Council must” to “we must”. Therefore, being a Tenant Representative is very different from being a Tenant Director of the Board or a Leaseholder Co-optee.
8.2 The Management Agreement signed by the Board includes the responsibilities for
service delivery and for the Tenant Compact. The relationship between Tenants/Leaseholder representatives and Newark and Sherwood Homes may be a partnership, but clarity is needed over the responsibilities and duties of each partner.
8.3 The Memorandum and Articles of Association of Newark and Sherwood Homes will
define the responsibilities of Directors of the Board including Tenant Directors of the Board and Leaseholder Co-optees. On the Board all members are equal and do not represent any particular constituency or interest. As a Company, Directors of the Board must vote in the best interest of Newark and Sherwood Homes. Co-optees will not be entitled to vote. In reaching decisions at Board meetings, the Directors of the Board must vote in the best interests of Newark and Sherwood Homes. Tenant Directors of the Board and Leaseholder Co-optees can raise concerns of tenants/leaseholders on issues, but are prevented from being mandates by other external organisations they are members of.
8.4 Tenant Directors of the Board and Leaseholder Co-optees do not replace the
responsibility of Newark and Sherwood Homes to consult and involve other tenants and leaseholders. Tenant members have equal responsibility for service delivery success and failures, the expenditure of resources and the recruitment and deployment of staff.
8.5 In entering this new relationship between tenants/leaseholders and Newark and
Sherwood Homes, Directors of the Board should pay attention to the following:
i. Tenant Directors of the Board and Leaseholder Co-optees will neither receive
favourable or unfavourable treatment in terms of any aspect of housing management, allocations and transfers of property, reporting repairs or anti-social behaviour and the recovery of rent, housing benefit arrears or other debts to the Company.
ii. Membership of Tenant/Leaseholder Associations and Representative Organisations should be declared in the Register of Interests.
iii. Tenant Directors of the Board should declare interests on any Board agenda item or Committee agenda item affecting their Tenants and Residents body or themselves.
iv. Tenant Directors of the Board should be trained in acting as advocates or representatives in particular issues. This will include training on dealing with issues, acting as advocates for constituents and holding advice surgeries. It
will also include the difference between investigating legitimate policy or performance failures and promises to deliver outcomes.
v. Ensure that Newark and Sherwood Homes continues to consult and involve tenants in all areas of decision making and that the Director of the Board does not become a substitute for effective and full consultation.
vi. Membership on the Board should not be regarded as the summit of tenant participation and it is important that we have a strong involvement and influence mechanisms to actively engage with the tenant population as well as participation on the Board.
9. Director of the Board – Person Specification
Essential Desirable
Commitment i. To Newark and Sherwood Homes Vision, Mission
and values
✓
Experience i. Significant involvement in public service/people
centred organisations ii. Of managing organisations
iii. Of delivery of projects/programmes
✓
✓
✓
Knowledge and skills i. Good grasp of strategy and ability to delegate
ii. Social housing iii. Leadership iv. Listening and verbal communication skills v. Ability to manage personal and corporate
relationships vi. Ability to display energy and confidence in public
vii. Effective networking skills and the ability to build partnerships and alliances
viii. Ability to be focussed ix. Team building skills x. Company law
xi. Awareness of what a Council Owned Housing Management Company or ALMO is and its purpose
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Circumstances i. Time to attend Board meetings, training,
conferences, informal meetings and events
✓
Others i. Commitment to Equality and Diversity
ii. Commitment to customer care and excellence in service delivery
iii. Commitment to Value for Money service delivery
✓
✓
✓
12
10. Board Review and Renewal
10.1 The Board should ensure its continuing effectiveness; this needs clarity of purpose, and a focus on performance and renewal. The Board should consider and implement succession planning arrangements, to ensure a planned and orderly renewal of the Board over a period of years. In doing so, it should bear in mind the need to reflect the organisation s commitment to equality of opportunity and the diversity of the community in the composition of the Board. In particular it should:
i. Carry out a regular review of its own strengths and weaknesses in order to
ensure its continuing effectiveness. ii. Carry out regular equality and diversity monitoring of the Board to ensure it
reflects the community it represents and positively recruits Directors of the Board where there is an under representation.
iii. Ensure that new members are recruited or elected on a systematic and continuous basis, and thus avoid bigger changes at infrequent intervals.
iv. Ensure the recruitment and selection policies do not exclude a wider pool of potential skills through the imposition of geographical or other restrictions on members.
v. Publish how new members are recruited. vi. Set and publish standards on the required qualities, skills and experience of
Directors of the Board. vii. Adhere to maximum terms of office for individual Directors of the Board and
the Chair of the Board, to the extent that these are set out in the Memorandum and Articles of Association.
viii. Use a range of recruitment techniques to secure a wider choice of candidates and attempt to identify potential Directors of the Board who may have no connection with the organisation or existing Directors of the Board.
ix. Appraise the training needs and provide induction training for new members and ensure that effective arrangements are made to maintain and enhance the skills and motivation of all Directors of the Boards. Ensure that all Directors of the Boards fully understand their role and responsibilities.
x. Have a regular Director of the Board appraisal system to ensure all Directors of the Boards comply with the Code of Conduct and Constitution and that the Directors of the Boards skills and competencies are developed to meet their roles and responsibilities.
11. Checklist for Recruitment of Independent Directors of the Board and Arising Casual Vacancies
11.1 The checklist is as follows for the recruitment of independent Directors of the Board
and arising casual vacancies:
i. Identify skills, knowledge and experience gaps of the Board against current
and future requirements. ii. Consider the diversity profile of the Board identifying underrepresented
groups. iii. Design person specification. iv. Consider appropriate recruitment media e.g.: online or professional networks. v. Shortlist candidates against relevant person specification criteria.
vi. Interview candidates. vii. Select candidate and seek confirmation of position and
understanding/acceptance of role. viii. New member to declare other interests to the Secretary.
ix. Report and minute approval of appointment at Board. x. Enter details in Register of Members and inform Secretary.
xi. Notify the Registrar of Companies within 14 Days. xii. Identify induction and training programme.
12. Checklist for Recruitment of Tenant/Leaseholder Directors of the Board and Arising Casual Vacancies
12.1 The checklist is as follows for the recruitment of tenant/leaseholder Directors of the
Board and arising casual vacancies:
i. Identify skills, knowledge and experience gaps of the Board against current
and future requirements. ii. Consider any equality and diversity issues identifying underrepresented
groups on the Board. iii. Advertise vacancy. iv. Seek assurances of a potential Director of the Board s ability to discharge
these duties. v. Seek assurance of no prohibition to being a Director of the Board.
vi. Organise ballot of tenants in the relevant area. vii. Candidate elected, seek confirmation of position and understanding/
acceptance of role. viii. New Director of the Board declares other interests to the Company Secretary
in accordance with the Constitution. ix. Report and minute approval of appointment at Board meeting. x. Notify Newark & Sherwood District Council s client officer.
xi. Enter details in Register of Members and inform Secretary. xii. Notify the Registrar of Companies within 14 days.
13. Checklist for Appointment of Councillors and Arising Casual Vacancies
13.1 The checklist is as follows for the appointment of Councillors and arising casual
vacancies:
i. Identify skills, knowledge and experience gaps of the Board against current
and future requirements. ii. Consider equal opportunities issues identifying under-represented groups.
iii. Notify the Council of casual vacancy or the requirement for the Council to appoint Directors of the Board, including any preference from the above for the Council to consider.
14. Checklist for Recruitment of the Chair of the Board
14.1 The checklist is as follows for the recruitment of the Chair of the Board:
i. ii.
iii. iv. v.
vi. vii.
viii.
Determine appropriate recruitment panel Invite shareholder to be involved in process Consider equal opportunities issues identifying under-represented groups. Prepare appropriate recruitment information and media. Shortlist candidates against relevant person specification criteria. Undertake Interview and other appropriate assessments of candidates. Select candidate and seek confirmation of position understanding/acceptance of role. New Chair to declare other interests to the Secretary.
and
ix. x.
xi. xii.
Report and minute approval of appointment at Board. Enter details in Register of Members and inform Secretary. Notify the Registrar of Companies within 14 Days. Identify induction and training and development programme.
15. Expenses for Directors of the Board
15.1 Newark and Sherwood Homes Memorandum and Articles of Association set down the basis for paying Director of the Board expenses and outline the basis that payment of Directors of the Board is permitted although it is not the intention that Directors of the Board will be paid initially.
15.2 The payment of legitimate expenses is permitted and a scheme of expenses payments
will be set by the Board.
15.3 Newark and Sherwood Homes Board should ensure the provision of adequate financial re-imbursement so that no Director of the Board is financially disadvantaged from attending Board meetings or other designated events of the Board.
15.4 Newark and Sherwood Homes expenses repayment scheme will give regard to the
following:
i. Definition of Newark and Sherwood Homes business matters that expenses
will be paid for. ii. Special consideration for members with mobility problems including the
provision of taxis. iii. Carers (which includes care of elderly, infirm or children of school age)
allowance that differentiates between meetings and overnight events. iv. Payment of travel costs (Public Transport or mileage rates). v. Reimbursement of telephone, computer and mobile telephone calls related to
the business of the Board. vi. Payment of all reasonable expenditure when Directors of the Board are
requested to attend events/training/conferences on behalf of the Board. vii. The Board will also consider initiatives for low income friendly policies to
ensure that participation in Board activities does not infringe an individual s cash flow and income. These initiatives may include:
a. Reasonable daily allowances for attending events away from home paid in advance where necessary.
b. Tickets and bookings should be made on behalf of the Director of the Board in advance.
c. Ensuring that there are no restrictions on the frequency of re-imbursement claims and that arrangements are made to ensure swift payment.
16. Committee Structures
16.1 The Board of Newark and Sherwood Homes has the power to set up Committees to oversee specified areas of the Company s work.
16.2 The following principles will be applied to the work of Committees:
i. The Board will annually review all Committees reporting to it.
ii. The structure of Committees will be clear and avoid any duplication of work effort.
iii. Each Committee will have clear Terms of Reference and membership approved by the Board and they will report regularly to the Board.
iv. No paid member of staff from Newark and Sherwood Homes shall Chair any of its Committees.
v. The responsibility of Committee Chairs will be defined in documents approved by the Board.
vi. In the case of dispute, the Board s decision will override those of any Committee. Any Committee responsible for audit will have the right to report
any such decision to the external auditor and Newark & Sherwood District Council, after discussion at Board about this proposed course of action.
vii. The Board will ensure that specific arrangements are made to cover the following responsibilities:
a. Audit matters b. Standards and ethics c. Remuneration of the Chief Executive.
viii. Committee structures will be simple and minimise servicing attendance by Directors of the Board. Simple and clear instructions assist the clarity of reporting lines and makes decisions more transparent.
17. Board and Committee Meetings
17.1 The effective conduct of Board business is vital to the good governance of Newark and Sherwood Homes. Without suitably clear and incisive documents, the Board cannot hope to make wise decisions. A principle of good governance is that all Directors of the Boards should contribute to making decisions, which may involve Newark and Sherwood Homes in significant financial or other risks, or which, raise material issues of principle.
17.2 The principles for meetings are:
i. Board decisions should, wherever possible, be based on full agendas and
supporting documents circulated to members 5 working days in advance of meetings.
ii. Directors should, where possible, give apologies for absence at least 5 working days in advance of a meeting.
iii. Appropriate equipment, including IT equipment and or stationary should be available for Directors of the Board at all meetings.
iv. Refreshments should be provided in advance of meetings. v. Board meetings will usually commence at 5.OOpm.
vi. Committee meetings times will be set by its Chairmen. vii. Reports should focus upon strategic issues.
viii. Points for decision should be clearly identified in the reports. ix. Reports should provide sufficient information to enable informed decision-
making presented as cogently as possible. x. Meetings should be carried out in accordance with adopted standing orders
on: a. formality of the meetings; b. officer attendance protocol; c. details and presentations; d. access to the public; e. public right to speak; f. name and place badges; g. location, notification and time of meetings; h. refreshments.
xi. All decisions should be recorded in the minutes.
xii. The Board should make an annual review of how effective it is in conducting its business.
xiii. Urgent decisions should be taken in accordance with predetermined arrangements as set out in the standing orders.
xiv. Very occasionally, such decisions will be required urgently between meetings and the systems must be robust enough to deal with these properly.
xv. These arrangements should place on the Chair the responsibility, in the case of key decisions, to ensure that all the Directors of the Board are consulted whenever possible by letter, telephone or e-mail. The fact that Directors of the Board were consulted and the views expressed should be formally recorded.
SECTION TWO - Openness, Propriety and Equality of the Board
1. Openness
1.1. Newark and Sherwood Homes is an open and accountable organisation. All decisions will be transparent in demonstrating that individuals, organisations, partners and staff are treated fairly.
1.2 Newark and Sherwood Homes will balance the difficult task of being open and
accountable and at the same time respecting confidentiality in line with legislation and good practice. Newark and Sherwood Homes will set clear guidelines to be followed, but will allow issues, if necessary to be dealt with on a case by case basis.
1.3 The openness and confidentiality policy will include:
i. Recognition of Newark and Sherwood Homes responsibilities under Data
Protection and Freedom of Information legislation. ii. The information Newark and Sherwood Homes will make available concerning
its work, its Board and its employees. iii. The details of what information will be accessible for example personnel files,
tenancy files, policies and procedures. iv. Providing appropriate and informed information to major stakeholders. v. In what circumstances personal information will be provided both internally
and externally including: a. What information will be kept confidential? b. Informed consent of the person concerned.
vi. Who is authorised to make media/press statements on behalf of Newark and Sherwood Homes and the Board.
vii. Identification of which Board/Committee Agendas and Minutes are confidential, and the rules of authorisation and penalties for release of those papers to third parties.
viii. A confidential reporting policy for staff and Directors of the Board
2. Propriety
2.1 Conduct of Directors of the Board
i. Lord Nolan said:
“It is essential that people who work for any organisation have guidance on what behaviour is acceptable and what is not. But a Code is useless if it just hangs on the wall. Organisations need to draw up their own Codes, management and staff need to be committed to them and they need to form part of the working ethos”.
ii. Newark and Sherwood Homes receives substantial amounts of public funding and we need to demonstrate the highest standards of conduct and probity.
iii. It is essential that the Board adopt a Code of Conduct so that they as individuals and as a group have a set of rules to adhere to.
2.2 Why do we need a Code of Conduct?
i. The Board of Management has responsibility for all actions carried out by staff
and Directors of the Board. This includes responsibility for large sums of money and the housing care of large numbers of people. Therefore, the Board is determined that the conduct of staff and Directors of the Board should give tenants of homes managed by us and other customers confidence; that, as representatives of the Company, we all show integrity; that our actions are transparent and, therefore, at all times our professionalism allows us to avoid any suggestion of influence by improper motives.
ii. The Board believes that staff and Directors of the Board, as well as residents, want to be associated with an organisation that publicises and upholds its core values. Therefore, in line with the Homes and Communities Agency Standard on Governance and Financial Viability this C͚ode of Conduct includes the legal requirements and the findings of the Nolan Committee, the Company s adopted Code of Governance on “Standards in Public Life”, and goes beyond these. High standards of conduct imply disclosure of matters that might conceivably be seen as giving rise to a duality of interest, and require staff and Directors of the Board to uphold the spirit, as well as the wording, of this Code of Conduct.
iii. The term ͚we has been used throughout the summary to show that the Code of Conduct applies to staff and Directors of the Board.
2.3 A Summary of the Code of Conduct
i. We will not get improper personal benefits from the Company s activities. Each
Director of the Board will receive a copy of the Code. ii. We must be especially careful of relationships with residents, and never allow
any personal relationship with a resident to conflict with their best interests. iii. Giving and receiving gifts creates a relationship that can be seen to influence
our judgement. Therefore, we should always avoid gifts except in the very limited circumstances set out in the Code.
iv. We should also avoid hospitality except in the limited circumstances set out in the Code.
v. Our work involves confidential information about our customers and the Company s business, and we must respect that confidentiality.
vi. Our work and reputation relies upon us all upholding and promoting the Company s aims and values.
vii. Our work can take the Company into the political arena but we must ensure that we demonstrate its non-political nature and keep our personal political activities totally separate from the Company s work.
viii. We must avoid suspicion of preferential treatment of suppliers by separating our private purchasing from the Company s wherever possible.
2.4 The Principles of Good Governance
The six principles of good governance in public services are identified in the Good Governance Standard for Public Services which is Newark and Sherwood Homes chosen governance code.
i. Good governance means focusing on the organisation’s purpose and on
outcomes for citizens and service users a. Being clear about the organisation s purpose and its intended
outcomes for citizens and service users. b. Making sure that users receive a high quality service. c. Making sure that taxpayers receive value for money.
ii. Good governance means performing effectively in clearly defined functions
and roles a. Being clear about the functions of the governing body. b. Being clear about the responsibilities of non-executives and the
executive, and making sure that those responsibilities are carried out. c. Being clear about relationships between Directors and the public.
iii. Good governance means promoting values for the whole organisation and
demonstrating the values of good governance through behaviour a. Putting organisational values into practice. b. Individual directors behaving in ways that uphold and exemplify
effective governance.
iv. Good governance means taking informed, transparent decisions and
managing risk a. Being rigorous and transparent about how decisions are taken. b. Having and using good quality information, advice and support. c. Making sure that an effective risk management system is in operation.
v. Good governance means developing the capacity and capability of the
governing body to be effective a. Making sure that appointed and elected directors have the skills,
knowledge and experience they need to perform well. b. Developing the capability of people with governance responsibilities
and evaluating their performance, as individuals and as a group. c. Striking a balance, in the membership of the governing body, between
continuity and renewal.
vi. Good governance means engaging stakeholders and making Accountability
real a. Understanding formal and informal accountability relationships. b. Taking an active and planned approach to dialogue with and
accountability to the public. c. Taking an active and planned approach to responsibility to staff. d. Engaging effectively with institutional stakeholders.
2.S Code of Conduct – General Provisions
2.5.1 Scope
i. A Director of the Board must observe Newark and Sherwood Homes Code of
Conduct whenever they: a. conduct the business of Newark and Sherwood Homes; b. conduct the business of the office to which he/she has been nominated
elected or appointed; or c. act as a representative of Newark and Sherwood Homes.
2.5.2 General Obligations
i. A Director of the Board must:
a. promote equality by not discriminating unlawfully against any person; b. treat others with respect; and c. Not do anything which compromises or which is likely to compromise
the impartiality of those who work for, or on behalf of, Newark and Sherwood Homes.
ii. A Director of the Board must not: a. Disclose information given to him in confidence by anyone, or
information acquired which he/she believes is of a confidential nature, without the consent of a person authorised to give it, or unless he/she is required by law to do so; nor
b. Prevent another person from gaining access to information to which that person is entitled by law.
iii. A Director of the Board must not in his official capacity, or any other circumstance, conduct himself in a manner which could reasonably be regarded as bringing his office or Newark and Sherwood Homes into disrepute.
iv. A Director of the Board: a. Must not be in his official capacity, or any other circumstance, use his
position as a Director of the Board improperly to confer on or secure for himself or any other person, an advantage or disadvantage; and
b. Must, when using or authorising the use by others of the resources of Newark and Sherwood Homes:
• Act in accordance with Newark and Sherwood Homes requirements; and
• Ensure that such resources are not used for political purposes unless that use could reasonably be regarded as likely to facilitate, or be conducive to, the discharge of the functions of Newark and Sherwood Homes or of the office to which the Director of the Board has been elected or appointed.
v. A Director of the Board must when reaching decisions have regard to any relevant advice provided to him by:
a. Newark and Sherwood Homes Finance Officer acting in pursuance of their duties.
b. Newark and Sherwood Homes Company Secretary acting in pursuance of his duties.
vi. A Director of the Board must, if he/she becomes aware of any conduct by another Director of the Board which he/she reasonably believes involves a failure to comply with the organisation's Code of Conduct, make a written
allegation to that effect to the Chief Executive Officer as soon as it is practicable for them to do so.
2.5.3 Interests
i. Personal Interests
a. A Director of the Board must regard himself as having a personal interest in any matter if the matter relates to an interest in respect of which notification must be given under sections (ii) and (iii) below, or if a decision upon it might reasonably be regarded as affecting to a greater extent than other tenants or inhabitants of the organisation's area, the well-being or financial position of himself, a relative or a friend or:
• Any employment or business carried on by such persons.
• Any person who employs or has appointed such persons, any firm in which they are a partner, or any company of which they are directors.
• Any corporate body in which such persons have a beneficial interest in a class of securities exceeding a nominal value as set out in the Memorandum and Articles of Association.
• Anybody listed in (iii) (b) below in which such persons hold a position of general control or management.
b. In this paragraph:
• "Relative" means a spouse, partner, parent, parent-in-law, son, daughter, step-son, step-daughter, child of a partner, brother, sister, grandparent, grandchild, uncle, aunt, nephew, niece, or the spouse or partner of any of the preceding persons; and
• "Partner" in the sub-paragraph above means a Director of the Board of a couple who live together.
ii. Disclosure of Personal Interests
a. A Director of the Board with a personal interest in a matter who attends a meeting of the organisation at which the matter is considered must disclose to that meeting the existence and nature of that interest at the commencement of that consideration, or when the interest becomes apparent.
iii. Prejudicial Interests
a. Subject to sub-paragraph (b) below, a Director of the Board with a personal interest in a matter also has a prejudicial interest in that matter if the interest is one which a tenant of the Local Authority covered by the Management Agreement or a member of the public with knowledge of the relevant facts would reasonably regard as so significant that it is likely to prejudice the Director of the Board's judgement of the public interest.
b. A Director of the Board may regard himself as not having a prejudicial interest in a matter if that matter relates to:
• another relevant organisation of which he/she is a member;
• another public organisation in which he/she holds a position of general control or management;
• a body to which he/she has been appointed or nominated by the organisation as its representative;
• where a Director of the Board holds a tenancy or lease with a relevant organisation, provided that he/she does not have arrears of rent with that relevant organisation of more than two months, and provided that those functions do not relate particularly to the Director of the Board's tenancy or lease.
iv. Participation in Relation to Disclosed Interests
a. A Director of the Board with a prejudicial interest in any matter must:
• withdraw from the room where a meeting is being held whenever it becomes apparent that the matter is being considered at that meeting, unless he/she has obtained a dispensation from the organisation's Company Secretary; and
• not seek improperly to influence a decision about that matter. b. For the purposes of this Part, "meeting" means any meeting of:
• the organisation; or
• any of the organisation's committees, area committee, sub-committees, joint committees, joint sub-committees, or advisory committees.
v. Registration of Financial and Other Interests
a. Within 28 days of the provisions of an organisation's Code of Conduct being adopted or applied to that organisation or within 28 days of his election, nomination or appointment to office (if that is later), a Director of the Board must register his financial interests as required in Newark and Sherwood Homes Memorandum and Articles of Association, in the organisation's register maintained by the Company Secretary by providing written notification to the Company Secretary of the organisation of:
• any employment or business carried on by him;
• the name of the person who employs or has appointed him, the name of any firm in which he/she is a partner, and the name of any company for which he/she is a remunerated director;
• the name of any person, other than a relevant organisation, who has made a payment to him in respect of election or any expenses incurred by him in carrying out his duties;
• the name of any corporate body which has a place of business or land in the organisation's area, and in which the Director of the Board has a beneficial interest in a class of securities of that body that exceeds the nominal value as set out in the Memorandum and Articles of Association;
• a description of any contract for goods, services or works made between the organisation and himself or a firm in which he/she is a partner, a company of which he/she is a remunerated director, or a body of the description specified above;
• the address or other description (sufficient to identify the location) of any land in which he/she has a beneficial interest and which is in the area of the organisation;
• the address or other description (sufficient to identify the location) of any land where the landlord is the organisation and the tenant is a firm in which he/she is a partner, a company of which he/she is a remunerated director, or a body of the description specified above; and
• The address or other description (sufficient to identify the location) of any land in the organisation's area in which he/she has a licence (alone or jointly with others) to occupy for 28 days or longer.
b. Within 28 days of the provisions of Newark and Sherwood Homes Code of Conduct being adopted or applied to Newark and Sherwood Homes, or within 28 days of his election, nomination or appointment to office (if that is later), a Director of the Board must register his other interests in Newark and Sherwood Homes register maintained by the Company Secretary by providing written notification to Newark and Sherwood Homes Company Secretary his membership of or position of general control or management in any:
• body to which he/she has been appointed or nominated by the organisation as its representative;
• public organisation or body exercising functions of a public nature;
• company, industrial and provident society, charity, or body directed to charitable purposes;
• body whose principal purposes include the influence of public opinion or policy;
• private club, and
• trade union or professional association. c. A Director of the Board must within 28 days of becoming aware of any
changes to the interests specified under paragraphs 25 and 26 above, provide written notification to Newark and Sherwood Homes monitoring officer of that change.
vi. Relationships with Residents
a. Directors of the Board must be especially careful of relationships with residents, and never allow any personal relationships with a resident to conflict with their best interest by bringing undue pressure to bear in matters concerning their rights as a resident.
b. Directors of the Board must, therefore, never allow themselves to be compromised by, nor take advantage of, their relationships with residents. The relationship of trust must never be abused.
c. Directors of the Board must not invite or influence a resident to make a will or trust under which a Director of the Board is named as executor, trustee or beneficiary. If handling a resident s money, they must take extreme care including receipting every transaction.
vii. Registration of Gifts and Hospitality
a. A Director of the Board must within 28 days of receiving any gift or hospitality over the value of £25, provide written notification to Newark
and Sherwood Homes monitoring officer of the existence and nature of that gift or hospitality.
b. It is the role of the Company Secretary to ensure that Directors of the Board adhere to the Code of Conduct. There are examples of situations likely to lead to potential conflicts of interest that may be difficult to manage. For example the Local Authority Cabinet Member for housing may find it extremely difficult to effectively operate both as the lead member for housing within the authority and also as a Director of the Newark and Sherwood Homes Board.
2.6 Audit
i. Newark and Sherwood Homes will have annually audited accounts and as
required under the Management Agreement these accounts will be presented along with the external audit management letter to Newark and Sherwood District Council. As a public organisation the annual accounts of Newark and Sherwood Homes will be made available to the public and the public will be notified of that availability.
ii. Newark and Sherwood Homes needs to ensure there are sufficient safe guards, checks and monitoring arrangements. It is, therefore, essential that the Board have internal audit systems in place to ensure Newark and Sherwood Homes has sound financial controls, accounting policies; complies with legislation, the Management Agreement and other standards and policies.
iii. To achieve these responsibilities, the Board will: a) Retain ultimate responsibility for ensuring that all audits are carried out.
A Committee will be set up to maintain regular control and monitoring of all financial expenditures. Internal Audit; External Audit;
b) Appointment of External Auditors; c) Include a Director of the Board with expertise in an area other than
finance on the Audit Committee. d) Receive all internal audit reports.
iv. The Board shall adopt Rules of Procedure and Codes and Protocols. v. The Rules, Codes and Protocols will also adopt appropriate parts of the Homes
and Community Agency Audit Practice.
3. Equality and Diversity
3.1 Newark and Sherwood Homes has a responsibility to serve the whole community equally. Equality of opportunity is a core objective of both the Board and the organisation as a whole.
3.2 In promoting good governance on equality and diversity, the Board will ensure:
i. That the Board s membership reflects the community that it serves.
ii. Recruitment to the Board or Committee is fair, transparent and that positive action principles are followed where appropriate.
iii. That all Directors of the Boards attend training on equality and diversity issues.
iv. That employment and recruitment policies and procedures for staff are fair, transparent and open.
v. That training on equality and diversity issues for staff is provided and that staff attendance is monitored.
vi. That structures operate to ensure that tenants and leaseholders can be involved in decision making processes.
vii. That all partners and contractors address equality and diversity issues. viii. That Newark and Sherwood Homes works with all representative groups. ix. That all relevant legislation and policies are adhered to.
x. The Company maintains an active, relevant Equality and Diversity Strategy and completes and publicises Equality Impact Assessments.
SECTION THREE
1. Management of the Board
1.1 Newark and Sherwood Homes operates within an effective and robust Performance Management Framework:
i. The Board are the accountable body for approving the Business Plan, the
resources to support it, and ensuring services are delivered and targets are met. Progress reports on Corporate Tasks are itemised on the agenda at Board meetings.
ii. The Executive is accountable for ensuring achievement of tasks and performance at the Service level.
2. Performance Management
2.1 The Board is responsible for performance management which is essential to ensure
continuous improvement.
2.2 This is undertaken by monitoring and scrutiny of how Newark and Sherwood Homes is
performing.
2.3 The Board needs to ask challenging questions about performance receive answers and
take appropriate action to bring about positive change and improvement.
2.4 In undertaking its performance management role, the Board will use the following:
i. Establishment of a clear Vision and Mission.
ii. Monitoring of performance to demonstrate delivery of Newark and Sherwood Homes Vision and Mission.
iii. Deploying resources to deliver the Company s Vision and Mission. iv. Determining best practice through consultation with other appropriate
organisations. v. Comparing benchmarking data of other appropriate organisations.
vi. Consulting with customers. vii. Ensuring availability of quality and timely performance information.
viii. Performance information will be produced and considered in accordance with Newark and Sherwood Homes performance management framework which will be regularly reviewed.
3. Risk Management
3.1 Risk is the threat that an event or action will adversely affect Newark and Sherwood Homes ability to achieve its Vision and Mission and to execute its strategies successfully.
3.2 It is essential, therefore, that Board decisions are taken using all available information
on possible outcomes; this is risk management. The main principle underpinning risk management is that Newark and Sherwood Homes should be assured that it is managing all risks as effectively as is reasonably possible within the resources available. This requires Newark and Sherwood Homes to continuously review risk and the controls in place to mitigate risk through a process of critical self-assessment to assure itself and others that systems are in place and working effectively.
3.3 There are many different types of risk across all levels of Newark and Sherwood
Homes. It is, therefore, important to undertaken effective risk management throughout Newark and Sherwood Homes.
3.4 Newark and Sherwood Homes has a risk management strategy with a formal
framework to manage risk. This will include:
i. Significant risk identification, profiling, assessment, prioritisation and related
control measures. ii. Monitoring and review mechanisms.
4. Framework for Delegation
4.1 It is essential for the effectiveness of Newark and Sherwood Homes that the key responsibilities for the Chief Executive and delegated authority given to staff are clearly set out. Newark and Sherwood Homes will operate a Scheme of Delegation based on giving strategic responsibility to the Board, and management responsibility to the Chief Executive and Executive Team.
4.2 The Board will ensure that the scheme of delegation:
i. Has a clear separation of responsibilities between the Board and the Chief
Executive. ii. Makes clear any responsibilities not delegated remain the responsibility of the
Board. iii. Sets out the Chief Executive s responsibility to operate plans and policies
approved by the Board and he/she is able to delegate this responsibility further to other members of staff.
iv. Is regularly reviewed and areas of high risk are rigorously examined. v. Allows for decisions that require addressing urgently and should be clear about
the circumstances in which this can occur.
vi. Sets out the requirement for regular meetings of staff; for example Corporate Management Team, the terms of reference with powers and responsibilities defined
vii. Will be in plain English, user friendly and easy to follow which will encourage the Board and staff to use it.
S. Executive Recruitment
5.1 The Board is responsible for ensuring through the Chief Executive that the executive team has the appropriate balance of skills, knowledge and attitudes to manage the affairs of Newark and Sherwood Homes.
5.2. Appointments will require the Board to consider a wide range of issues including:
i. Defining the right mix of skills required by the executive team for a new type of
organisation. ii. The People Strategy and associated policies.
5.3 In ensuring that any appointment to the Executive positions is appropriate, the Board
will:
i. Define the right mix of skills required to deliver the Vision and Mission of the
organisation. ii. Ensure that all appointments are the result of an open recruitment exercise.
iii. Ensure that all senior positions are advertised externally; testing the wider market will ensure access to the best possible candidates for the job.
iv. Ensure that the salary and remuneration package are agreed in advance. v. Ensure that any training needs are identified early.
6. Role of the Company Secretary
6.1 The Board is responsible for ensuring the role of the Company Secretary is filled and
that the post holder undertakes the following:
i. Organise, attend and minute Board and General Meetings.
ii. Understand and ensure the Board of Directors act within their authority as outlined in the Memorandum and Articles of Association, the contractual agreement with the Local Authority and the agreed Delivery Plan.
iii. Ensure Directors of the Board have access to and acquire Professional Indemnity insurance.
iv. Develop and maintain a good working relationship between the Chair and the Board.
v. Maintain statutory registers and complete statutory returns.
vi. Ensure that the correct, full name of the Company is displayed outside every Company office on business stationery and on the Company seal, if there is one.
vii. Ensure the Company s full, correct name is shown on cheques and Company stationery together with the Company s place of registration, registered number and address of registered office and a statement that it is a Local Authority controlled Company.
viii. Maintain records of changes to Memorandum and Articles of Association. ix. Ensure all Board vacancies are filled in accordance with the Memorandum and
Articles of Association.
6.2 The Company Secretary is not required to perform all the statutory duties personally.
He/she is responsible for seeing that they are done.
Annex One
Checklist for Newark and Sherwood Homes’ Directors of the Board
Checklist for Newark and Sherwood Homes’ Directors of the Board 1. Properly Governed
1.1 Newark and Sherwood Homes operates according to its Constitution.
i. The Board meet regularly and acts within its Constitution and all relevant
legislation. ii. The Board has established effective arrangements to ensure compliance with all
applicable statutes and regulations.
1.2 The Board should be effective with a wide range of expertise – supported by appropriate
systems of governance and control.
i. The Board has made a senior executive Company Secretary - not necessarily the
Chief Executive, responsible for ensuring that Board procedures are followed and that all applicable statutes and regulations, and other relevant statements of best practice are complied with.
ii. The Board has a wide range of skills, expertise and up to date knowledge and regularly assess its performance as a Board.
iii. The Board identifies gaps in knowledge and takes positive action to ensure ongoing training and development.
iv. The Board is diverse and reflects the community it represents. v. Individual Directors of the Board act in a personal capacity.
vi. Organisational management structures reflect the Vision and outcomes set out in the Delivery Plan.
vii. A Code of Conduct for the Board and staff is in place including a payments and hospitality policy.
viii. The Board has established appropriate mechanisms to ensure that members and employees of the body are not influenced by prejudice, bias or conflicts of interest.
ix. Make publicly available the names of all Directors of the Board, together with their relevant other interests.
1.3 The Board should work with the Council in an open and co-operative manner. It should
notify anything that might be a breach of these requirements or affect the ability of Newark and Sherwood Homes to fulfil its obligations.
i. Any areas where there is a need for improvement must be considered by the Board
and actions agreed with the Council. ii. There should be an agreed disputes mechanism in place with the Council .
1.4 The Board should maintain the highest standards of probity in all its dealings and act at all
times to maintain the good reputation of the Organisation and the Council.
i. Approved terms of reference for Committees and delegation are in place.
Checklist for Newark and Sherwood Homes’ Directors of the Board
ii. Sound procurement practices are in place and partnerships with other organisations are clearly defined and documented.
iii. There are internal control systems and their effectiveness is regularly reviewed by the Board.
iv. External audit reports are considered and acted upon by the Board. v. The Board has established a remuneration committee to make recommendations
on the remuneration of the management team.
2. Financially Viable 2.1 Newark and Sherwood Homes operates the highest standards of financial management and
probity at all times.
i. Accounts and returns are submitted on time and demonstrate Newark and
Sherwood Homes is, and will, remain solvent. ii. Financial policies and procedures are in evidence and the Board has timely financial
information to inform its decision making process.
2.2 The Board protects the public investment it is responsible for:
i. The Board has established formal procedural and financial regulations to govern
the conduct of its business.
2.3 Newark and Sherwood Homes must operate as a viable business.
i. Newark and Sherwood Homes Business Plan demonstrates its priorities and
strategy for achieving its Vision and Mission including commitments to the Council, tenants and other stakeholders.
ii. Newark and Sherwood Homes operates a risk management framework that effectively identifies and then manages any risks that might prevent Newark and Sherwood Homes meeting its Vision and Mission.
iii. Newark and Sherwood Homes business planning is informed by asset management information which is reviewed regularly.
3. Properly Managed
3.1 The Board regularly reviews activities and policies, including new business opportunities, and a clear case is developed for the proposed or existing direction.
i. Any material changes of direction are considered by the Board contained in the
Delivery Plan and reported to the Council. ii. Newark and Sherwood Homes must have management arrangements resources,
systems and skills which are appropriate for the circumstances, scale and scope of the operation. Ensuring their activities are:
a. Monitored; b. Best value compliant; c. Backed by proper systems of assurance for internal control.
iii. The Board receives reports on all areas of Newark and Sherwood Homes
33
Checklist for Newark and Sherwood Homes’ Directors of the Board performance.
iv. The Board has established clearly documented management processes for the development, implementation and review of policy and for decision-making, monitoring, control and reporting. That services and structures are regularly subject to challenge and the principles of Best Value and that Newark and Sherwood Homes can demonstrate via benchmarking that its services compared to other similar organisations are competitive.
4. Engaged and Communicating
4.1 Newark and Sherwood Homes seeks and is responsive to tenants and residents views and
shall where appropriate consult other external organisations in carrying out its duties.
i. Regularly gives tenants the opportunity to comment on their performance.
ii. Enables tenants to play an active part in decision making. iii. Information about Newark and Sherwood Homes is regularly published and
distributed to tenants and other stakeholders. iv. An effective complaints procedure is publicised and operated. v. Newark and Sherwood Homes uses a range of methods of consultation consistent
with the Tenant Compact. vi. Tenants are supported and encouraged to play an active part in the Board and all
other management activities. vii. The Board supports existing TMO s and encourage the establishment of new ones.
viii. Meetings of the Board are open and accessible. ix. Tenants and other stakeholders have access to the AGM and all reports to the
AGM. x. Report publicly the processes for making appointments to the Board.
Annex Two
Newark and Sherwood Homes Directors of the Board – Review and Self-Assessment (amended July 2017)
Director of the Board: Date:
Position (Year) within Term:
Level of attendance:
The purpose of this exercise is to enable individuals to discuss with the Chair of the Board:
a. Their performance as a Director of the Board.
b. Their Individual development needs.
c. Their individual contribution to the success of the Company. These sessions are a two-way process and are Strictly Private and Confidential. Only what has been discussed will be noted on the form and recorded before the appraisal is signed by the Director of the Board and the Chair or Vice Chair.
The appraisal will ensure directors of the Board are aware of how they are performing their role and will be used to inform the recommendation by the Chair of the Board, to the council for a Director of the Board to have second term of office if appropriate.
The following questions should be carefully considered and completed by the appraisee and appraiser before the formal meeting; having had regard to the Company approved requirements of the role of a Director of the Board.
1. How do you consider you have effectively undertaken your role as a Director of Board
during the last year, what examples would you use to demonstrate this?
2. What skills do you feel you bring to the board?
3. Which aspects of the role do you feel you are performing well? 4. Which are you less comfortable with?
5. Are there any areas o/ the role that you /eel you would like more support or guidance?
6. A. What areas of the board’s work do you think have not gone as well as you would
have liked or have expected? 7. How would you improve these for the future?
8. In which areas do you feel the board could improve its work or learn more?
9. Are there any areas of the board’s work that you are currently not involved in but would like to be? If so, what are these?
10. Do you think you are a constructive contributor to the Board and how would you demonstrate this?
11. Do you consider that your contribution, actions and behaviour have been reflective of the core values of the company and if so how?
12. What areas do you feel you need to further develop to be able to effectively discharge your role as a Director of the Board (these comments will contribute to the development of your personal development plan)
13. Are there any final comments you would like to make? 14. Chair’s final comments:
Assessment:
1. Is the Director of the Board overall performance;
i. Exceeding the required level ii. Achieving the required level iii. In need of further development
2. If the Director of the Board is approaching the end of their first term of office is their performance of role acceptable/ not
acceptable*(delete as applicable) – to be completed by the Chair of Vice Chair with explanation
Director of the Board s Name:............................................................................................
Signature:……………......................................................................................................... Chair or Vice chair of the Board
Name:.............................................................................. Signature:………………......................................................................................................
Date:………………………………………………………………………………………………
Copies: To the Individual and Personal File
Are there any additional skills or development opportunities which you require to undertake your role effectively?
What do you need to learn or develop in order to do your role more effectively?
What action should be taken to address your development need? By whom?
What will tell you that you have successfully achieved your development need?
How will you apply what you have learned?
Target dates for review and completion.
Newark and Sherwood Homes Equality and Diversity Monitoring
Equal Opportunities Monitoring
Annex Three
Newark and Sherwood Homes actively seeks to achieve equality of opportunity and embraces the diversity of staff, residents and its communities. We believe that no person should be disadvantaged or discriminated against on the basis of their age, disability, gender, race, religion or belief, or sexual orientation. In order to achieve this, the following information will be treated in the strictest confidence and will be used for monitoring purposes only.
Gender (Please tick): Female Male Transgender
Age: Years
Ethnicity (Please Tick)
1. White British Irish White Other
2. Mixed White and Black Caribbean White and Black African White and Asian Mixed Other
3. Asian Indian Pakistani Bangladeshi Asian Other 4. Black Caribbean African Black Other
5. Chinese 6. Gypsy/Traveller 7. Other Ethnic Group (please
state 8. Prefer not to say
Nationality (Please Tick)
UK national resident in UK UK national returning from
residence from over seas Czech Republic Estonia Hungary Latvia Lithuania Poland
Slovenia Slovakia Bulgaria Romania Other European
Economic Area (EEA) Any other Country Prefer not to say
Religion or Belief (Please Tick)
Christian Sikh Jewish Other (Please State)
Buddhist Hindu Muslim
No Religion or Belief Prefer Not To Say
Disability (Please Tick up to 4)
Blind Physical Co-ordination
Difficulties Wheelchair User (Full) Learning Difficulties Limited mobility Mental Health Other
Sexual Orientation (Please Tick)
Bisexual Gay man Gay woman/Lesbian
Partially sighted Profoundly deaf Partial hearing Wheelchair User (Partial) Speech Impairment No Disability
Heterosexual/Straight Other Prefer not to say
Annex Four
Newark and Sherwood Homes – Delegation Planning
The framework below indicates how decisions are made; it gives examples of where decisions are taken and, therefore, the related delegation.
Newark and Sherwood Homes will have various projects requiring decisions throughout the year.
Example Project/Task Management Executive Officers Group *
Committee
Board
External service agreements
Decision
-
Delegate
Annual Investment Programme
Review and Recommend Review and Recommend
Decision
Budget
Review and Recommend Review and Recommend
Decision
Chief Executive Review and
Recommend
Decision
Delivery Plan
Review and Recommend Review and Recommend
Decision
* Working with Scheme of Delegation and any terms of reference.
Company Registration Number 05145364. A Company Registered in England and Wales.
Newark and Sherwood Homes Limited, Castle House, Great North Road, Newark on Trent,
Nottinghamshire NG24 1BY
Alphabetical Index Annex Four 44 - Delegation Planning Annex One 32 - Checklist for Newark and Sherwood Homes Directors of the Board Annex Three 42 - Equality and Diversity Monitoring Annex Two 35 - Directors of the Board – Review and Self-Assessment (amended July 2017) Board and Committee Meetings 17 Board Review and Renewal 13 Chair of the Board – Person Specification 9 Chair of the Board – Role Description 8 Checklist for Appointment of Councillors and Arising Casual Vacancies 15 Checklist for Recruitment of Independent Director of the Board and Arising Casual Vacancies 14 Checklist for Recruitment of Tenant/Leaseholder Director of the Board and Arising Casual 14
Vacancies Committee Structures 16 Director of the Board – Person Specification 12 Director of the Board – Role Description 7 Directors of the Board who are Tenants or Leaseholders 10 Duties of the Board 6 Executive Recruitment 30 Expenses for Directors of the Board 15 Framework for Delegation 29 Functions of the Board 6 Management of the Board 28 Openness, Propriety and Equality of the Board 19 - Openness 19 - Propriety 19
o Conduct of Director of the Boards 19
o Why do we need a Code of Conduct? 20 o A Summary of the Code of Conduct 20 o The Principles of Good Governance 21
o Code of Conduct – General Provisions 22 Scope 22 General Obligations 22
Interests 23
• Personal Interests 23 • Disclosure of Personal Interests 23 • Prejudicial Interests 23
• Participation in Relation to Disclosed Interests 24 • Registration of Financial and Other Interests 24 • Relationships with Residents 25
• Registration of Gifts and Hospitality 26
o Audit 26
- Equality and Diversity 26
- Performance Management 28
- Purpose of the Board 6
- Risk Management 29
- Role of the Company Secretary 30
- Section One 5
- Section Three 28
- Section Two 19
- The Board – Terms of Reference of the Board 5
Home from Homes magazine 77
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Tenants Annual Report 84
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