Board 21 September 2021 - Governance Report
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: email@example.com
Development and Property Committee
The purpose of the Development and Property Committee will be to:
1.1 Support delivery of the YHN Group's overarching business plan
1.2 Support the design, implementation and effective delivery of the Development Strategy and plan for Leazes Homes, providing the necessary assurance to the Board
1.3 Oversee the delivery of investment programmes to customers occupying homes or properties owned or managed by Leazes Homes
1.4 Provide assurance to YHN Group Board and Leazes Homes Board to ensure that there are appropriate systems and allocations of responsibility in key areas of the organisation for asset management, development, and the performance of Repairs & Construction Services
1.5 Ensure YHN fulfils its responsibilities to deliver across NCC’s Asset Management Strategy, Asset Management Plan and associated annual programmes
The Committee will carry out the following duties on behalf of the Board
2.1 Receive general asset, development and property updates, including monitoring of performance against the Repairs & Construction Services Business Plan, NCC Asset Management Strategy and Leazes Homes Development Strategy and plan
2.2 Make recommendations to the Leazes Homes Board in respect of the Leazes Homes development strategy and plan including the approach with regards to product type, design principles, location, housing needs and markets, client groups and scheme viability
2.3 Scrutinise and oversee all development programme bids, including Homes England, to ensure timescales are met and funding is maximised and secured
2.4 Provide assurance to Board that the Regulator of Social Housing requirements are met in relation to the Home Standard and any other relevant standards within the context of this committee’s scope
2.5 Assess development scheme appraisals, proposals and audits, and make recommendations to Leazes Homes Board to inform the development plan
2.6 Ensure that development scheme appraisal arrangements are robust and appropriate
2.7 Ensure value for money associated to Leazes Homes development programme
2.8 Recommend to Leazes Homes Board asset disposals and/or acquisitions and recommend to the FHU approval of Buy Back properties
2.9 Receive updates on best practice, innovation and changes in legislation which impacts on property and development (including building safety)
2.10 Consider the Corporate Risk Register entries relating to Development and contribute to the assurance to Leazes and YHN Board that these risks are identified and managed appropriately
2.11 Challenge the norm to drive innovative solutions to support market competitiveness
2.12 Monitor the performance of external contractors and Repairs & Construction Services
2.13 Develop the Repairs & Construction Services New Build offer to ensure we exploit modern methods of construction (MMC), decarbonisation technologies and maintain a market competitive pricing strategy for the HRA, Leazes Homes and the external market
2.14 Monitor delivery on the approved annual Planned Investment Programme for the HRA stock and monitor programmes for capital improvements and the repairs and maintenance service in line with the Board approved Business Plan
2.15 Support and inform the development of future medium and longer term HRA Asset Management Plans and strategic aspirations for recommendation to YHN Board and NCC Cabinet. This will incorporate new and future challenges such as Building Safety and Decarbonisation targets
2.16 Monitor HRA disposals including Right to Buy sales within the above strategic plans
2.17 Contribute towards the development and transformation of the Repairs and Maintenance Service to ensure a strong customer outcome and experience focus
2.18 Ensure YHN discharges its duties within the Management Agreement in specific regard to asset management, repairs, planned investment and new build Page 52
3. Matters reserved for YHN Group Board
3.1 Amendments to the Committee terms of reference
3.2 Approval of the Repairs & Construction Services Business Plan
3.3 Approval of the General Needs repairs offer
4. Matters reserved for Leazes Homes Board
4.1 Approval of Leazes Homes Development Strategy and Plan
4.2 Approval of the Supported Housing repairs offer
4.3 Approval of (non HRA) Homes England and grant applications
5. Responsibility of committee members
5.1 Committee members will be expected to prepare themselves for meetings by reading the committee papers in advance. Where Committee members are unable to attend a meeting, they should forward their views/comments on the matters to be discussed to the Committee Chair before the meeting with a minimum of 24 hours’ notice
5.2 Committee members will be expected to take and seek opportunities to enhance their effectiveness through participation in induction courses, training and development programmes, and by increasing their knowledge of YHN, Leazes Homes and issues affecting the sector
6. Reporting to the YHN Group Board/Leazes Homes Board
6.1 Minutes of the Committee meetings will be submitted to the YHN Group Board and Leazes Homes Board for information and the lead officer will present any areas that require Board attention
6.2 Where there are matters that (a) require YHN Group Board/Leazes Homes Board approval under delegations and/or (b) matters that have arisen during the course of the Committee’s work and require approval, these should be reported to YHN Group Board/Leazes Homes Board accordingly
7. Reporting between Committees
7.1 There may be occasions when Committee wishes a particular piece of work to be carried out that is not within these terms of reference. The Committee Remit Protocol should be used to make a request to the appropriate Committee
8.1 The membership of the Committee, including the Chair, will be up to six members from the YHN Group Board and Leazes Homes Board
8.2 The nominated Chair will be an independent member and not a council appointed member
8.3 The membership and Chair of the Committee will be proposed annually by the YHN Chair for agreement by the YHN Group Board
8.4 The Committee will appoint a Vice Chair from within the current membership
8.5 YHN officer representation will comprise appropriate personnel including from the following group (who may not all attend each meeting):
• Asset and Development Director
• Assistant Director Operational Property Services
• Assistant Director Construction
• Senior Specialist – Asset Management
• Service Manager – Construction Services
• Building Safety Manager
8.6 The Managing Director shall have a standing invitation to attend meetings where necessary
8.7 The Chair of the Committee may invite specialists or officers (such as development partners, contractor or Newcastle City Council) to discuss specific matters where their advice/expertise is required
9. Frequency of Meetings
9.1 The Committee will meet quarterly as a minimum, or otherwise as required whereby business items emerging throughout the year necessitate discussion and/or approval. The date and time of Committee meetings will be agreed by the Committee members where possible at least six months in advance of the meeting dates
9.2 Outside of the formal meetings, the Chair will maintain a dialogue with key individuals involved in the company’s governance, including the Chair of the YHN Group Board, the Managing Director, and the Assets and Development Director
9.3 Where appropriate, the Committee may determine the format of their meetings as either in person or online
10.1 The quorum for the transaction of business at meetings of the Committee will be two members
10.2 In the absence of the Committee Chair and Vice Chair, the remaining members present shall elect one of themselves to chair the meeting, which will proceed provided that a quorum of two is achieved. If a quorum is not achieved, the meeting can proceed for discussion only and decision making is not permitted.
11. Lead Officer
11.1 The Lead Officer for the Committee is the Assets and Development Director, who will be supported at Committee meetings by their reporting officers as and when appropriate and necessary. The Lead Officer will nominate an officer to co-ordinate the agenda and reports for each Committee meeting on their behalf
12.Agenda Dispatch and Minuting of Meetings
12.1 A nominated officer will dispatch the agenda and papers no later than five working days before the date of the meeting and minute meetings of the Committee
12.2 The Lead Officer will be responsible for ensuring that the agenda and papers are sense checked prior to publication
12.3 Notices, agendas and supporting papers can be sent in electronic form where the recipient has agreed to receive documents in such a way