Board 21 September 2021 - Governance Report

1. Purpose of report

1.1 This report presents:

• The 2022 YHN Group calendar for approval;
• Arrangements for the appointment of the Vice Chair;
• Terms of reference of the Property and Development Committee and chair recommendation for approval

2. 2022 YHN Group Meeting Calendar (Appendix 1)

2.1 The calendar of meetings for 2022 has been prepared, factoring in the addition of Leazes Homes and Property and Development Committee into the schedule.

2.2 Due to its connections, Property and Development Committee will take place approximately one month after the Health and Safety Committee, to allow sufficient report preparation time for officers between meetings should the need arise to refer a linking item. The schedule has also been designed to follow subsidiary-parent governance processes such as budget planning (January) and annual accounts sign off (July).

3 Vice Chair

3.1 At the Board meeting on 27th July, members agreed to defer the discussion on Vice Chair appointment and terms of the role to the September meeting.

3.2 In accordance with the current article 27 (8);
The Board may appoint up to two vice or deputy chairs to act in the absence of the Chair on such terms as the Board shall think fit.

3.3 The responsibilities of the Vice Chair are:
• to assist and support the Chair in fulfilling their duties and responsibilities;
• to deputise for the Chair in their absence;
• to attend Board agenda setting meetings
• to assume responsibility for a particular area of responsibility or interest as may be agreed by the Board, such as chairing committees;
• to meet with the Chair and Managing Director as required in between Board meetings;
• Contribute to the annual appraisal of the Chair
• to undertake such other duties as may be delegated to them by Board

3.4 In July 2020, J McCarty was re-appointed as the Vice Chair for a fourth year.

3.5 To ensure transparency and good governance, we will again open nominations to the whole Board. During the meeting the Chair will ask for nominations to the position of Vice Chair. Each nomination must be proposed and seconded by a Board member. In the event of more than one nomination a ballot will be held by show of hands.

3.6 In appointing the position of Vice Chair, Board members are asked to consider continuity, and whether to appoint the Vice Chair on an annual basis or set a longer term.
It is proposed that as the position of independent Chair is appointed on a three -year term (currently to December 2022), that the position of Vice Chair be appointed on a two-year term from July 2021 to July 2023 to allow for continuity should there be a change in the position of Chair.

4. Property and Development Committee (Appendix 2)

4.1 At the Board meeting on 27th July, members agreed to reconstitute Property Group into Property and Development Committee and approved its membership. Board agreed that the Committee would develop their terms of reference and present this and a chair recommendation to members at the September YHN Board meeting for approval.

4.2 The Property and Development Committee met on 9th September to review the draft terms of reference proposed by officers. It is presented for Board approval with the acknowledgement that it will be developed further and return to Board in due course as the new Committee itself develops.

4.3 On 9th September, the Remuneration and Nominations Committee considered a proposal by email from the Vice Chair to recommend the appointment of Bill Tebay as Chair of the Property and Development Committee. All members responded, endorsing the recommendation.

4.4 As per Remuneration Policy, the role of Committee Chair attracts an additional payment of £1,000 per annum.

5. Conclusion and recommendations

5.1 Board are recommended to:
a) Approve the 2022 YHN Group meeting calendar
b) Discuss and approve the terms of appointment of the Vice Chair and appoint to the role
c) Approve the Property and Development Committee terms of reference
d) Approve the recommendation of the appointment of Bill Tebay as Chair of Property and Development Committee

Appendix 1 – 2022 YHN Group Meeting Calendar
Appendix 2 – Property and Development Committee Terms of Reference

Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Jill Davison by email: jill.davison@yhn.org.uk