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Board Tuesday 25 August 2015 at 5.00pm
Meeting to be held at YHN House, Newcastle upon Tyne. Contact: Jill Davison (telephone: 0191 278 8624 email: [email protected])
AGENDA
Introduction items Timing Page No.
1 Reminder to switch off mobile phones 5.00
2 Apologies for absence
3 Declarations of Interest
Items for Decision
4 Group Governance arrangements 5.00 1
Items for approval
5 Minutes of 28 July 2015 5.30 60
Items for Information
6 Chair’s Items 5.35
7 Senior Director report 5.45 68
To exclude the press and public during discussion of agenda item 8-9 because of the likely disclosure of confidential information. The definitions of what is considered confidential are contained within Section 16 of the Company’s Standing Orders.
Protect not for publication – Items for Decision
8 Stress Testing presentation 6.00
9 Confidential minutes 28 July 2015 72
Board 25 August 2015
Group Governance Arrangements
Report by Company Secretary
For Decision
1. Background information
Since November 2014, officers have been working towards a position of disaggregation and Board have received regular reports on the progress. At the last meeting on 28 July the Board agreed to the following governance arrangements;
to receive a training plan and appraisal documentation for board members to the September meeting
the structure of committees being a Group Audit Committee, Service and Strategy Delivery Committee, and Remuneration Committee
that financial and performance reports come to Board
the business to be reported to the subsidiaries
the draft constitutions are used in the registration of the subsidiary companies
the new subsidiary names as Abri Trading Limited and Asfaleia Limited
the remuneration for subsidiary board members.
This report presents to Board a progress update with regard to the governance arrangements for the new group structure, for consideration and approval.
2. Progress Update
2.1 Group Governance Handbook
Appendix 1 sets out a draft Group Governance Handbook for comment.
The Group Governance Handbook sets out the scope of the new governance arrangements and explains the importance placed on organisational structures, policies, and plans which are already established to properly manage the organisation’s affairs going forward. This document represents the current arrangements, but is a live document which can be amended simply should organisational structures, services or job titles change.
Previously, the governance arrangements were set out in the Scheme of Delegations, which detailed the matters reserved for Board and the terms of
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reference for each committee. Alongside that document are various other governance documents which collated together formed the governance reference handbook. The Group Governance Handbook connects all the current governance documents in to one handbook, these (highlighted in green boxes throughout the handbook) were not printed for the Board report but can be found on YHN website:
http://www.yhn.org.uk/about_us/yhn_board/governance/governance_handbook.aspx
The Group Governance Handbook has been produced with the intention to be used by all companies within the group structure; YHN, Abri Trading Limited and Asfaleia Limited to avoid having duplicate governance documents for each company.
This draft is presented to Board for comment, there are still some reviews and amendments to be made to the accompanying documents to ensure the wording is appropriate and applies to the group, along with consultation with the Chair of Audit Committee to complete prior to formal adoption in September.
The sections of the Group Governance Handbook are summarised below;
YHN Group structure – this includes a diagram of the different parts of the group and includes details with regard to the legal status.
Governance structure – how we operate and make decisions, formal schedule of matters reserved for the Board, Subsidiaries and Terms of Reference for each committee. This section also links to our current governance documents: standing orders, financial regulations, Board member role description, code of conduct, board succession plan, and the appraisal and development programme.
Responsibilities of key positions – this section outlines the responsibilities of the Chair, Vice Chair, Subsidiary Chairs and in addition Committee Chairs responsibilities as this was highlighted in the governance improvement plan.
Matters delegated to Officers – key responsibilities which are delegated are outlined.
Officers’ areas of responsibility – this section sets out the core work areas of the Chief Executive and Company Secretary.
Conflicts of interest policy – this section highlights the main areas of policy in relation to managing conflicts of interest in the group, this is to ensure we manage the over-lapping conflicts when YHN Board members are also Board members of the subsidiary companies.
Group policies and strategies – a section detailing all policies and strategies of YHN which now become those of the Group, so they are adopted by the subsidiary companies and all the group work to the same.
2.2 Intragroup Agreement (IGA)
In section three of the Group Governance Handbook, section 3.3 Subsidiaries makes reference to Intragroup Arrangements. These documents are attached as appendix 2 and have been drawn up by Trowers & Hamlins as part of the legal advice procured for the disaggregation project. These documents set out the relationship between YHN as the parent company and the subsidiary company.
The IGAs are intended to regulate key aspects of the interactions between YHN and
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its subsidiaries including governance arrangements, adoption of group policies and the provision of services between YHN and the subsidiary, this includes a section with regard to staff being employed by YHN.
There is an IGA for each subsidiary and both are similar except that the IGA between YHN and Asfaleia Limited includes a number of additional sections, together with a corresponding schedule and definitions, which have been included to preserve enough of the Charity Subsidiary's independence so as to help ensure that its governance may not be called into question. A charity must be able to have the independence to pursue its charitable objects, therefore, whilst acknowledging that Asfaleia Limited is part of the YHN Group working towards the Group's objectives, the IGA should provide Asfaleia Limited with enough autonomy that it can influence the way in which its business is conducted. In contrast, the IGA between YHN and Abri Trading Limited has been drafted so YHN can exercise, if it wishes, complete control over the subsidiary's business.
2.3 Financial regulations
It was hoped that a review of the financial regulations could be completed in conjunction with the rest of the governance documents and be presented to Board at this meeting. Whilst the amendments with regard to the new structure can be completed there is currently a separate review of Financial Regulation 8 – Procurement being undertaken. This review is being completed due to the change in Public Sector Procurement regulations and is in conjunction with Newcastle City Council.
The revised document will be presented to Board in September for approval.
2.4 Registration of subsidiary companies
With regard to the registration of the subsidiary companies, the constitutions for each company have been completed and names chosen, the next stage is to complete the application form with the relevant registrar; Companies House and Financial Conduct Authority (FCA).
The application process for both requires signatories from the directors of the company (three for FCA registration and one for Companies House registration). As the membership of subsidiary companies and committees will not be formally agreed until the September board meeting, we need to make arrangements with regard to incorporation of the companies.
It was agreed at 16 June meeting that three YHN Board members will be appointed to the Asfaleia Limited Board, and that Abri Trading Limited will consist of five YHN Board members. Prior to the formal appointment of members to subsidiary Boards, it is proposed that four available Board members sign the application forms for registration purposes to avoid delays. These can be changed by a simple process in September once the membership has been formally agreed.
2.5 Meeting dates YHN Board 2016 and workplan
Appendix 3 presents the YHN Board dates for 2016, Appendix 4 sets out the proposed workplan for YHN Board.
It was agreed in the governance improvement plan that an annual cycle of business
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should be developed to ensure that the Board have an appropriate, robust and prudent business planning and control framework and that financial and performance reporting to Board was planned in advance.
The attached workplan has been devised following the revised remit for Board. This has been scheduled around the quarterly reporting schedule to ensure performance reports are in line with board report deadlines.
Board are asked to agree the meeting dates for 2016 as these need to be included in the preparation of the annual review which will be presented to AGM in September.
Meeting dates and workplans of committee and subsidiaries will be agreed between the lead officers, Chairs and members as soon as appointments are made in September.
3. The Business Implications
3.1 Mission and Strategic Objectives: the move to the new structure of business for YHN will allow it to continue to operate innovatively and meet its strategic objectives.
3.2 Value for money/efficiencies: the move to the new structure of business for YHN will allow it to continue to seek efficiencies and achieve value for money within the group structure.
3.3 Financial Implications: Trowers & Hamlins have given a fee quotation of £35,000 for advice and creation of the new companies and their constitutions. This work was won in a competitive tender process.
3.4 Resources (financial, property, technological or human): None
3.5 Impact on services/performance: There should be no detrimental impact on services and performance and the new structure will create opportunities for improved performance.
3.6 Outcomes for tenants/leaseholders: There should be no detrimental impact on services and performance and the new structure will create opportunities for improved performance.
3.7 Risk (reputation, relationship): There is minimal risk to reputation. The enhanced governance arrangements provide a foundation to ensure decision making is informed, transparent and accountable whilst managing risk.
3.8 Environmental: None
3.9 Legal: The governance arrangements of the Group structure have been developed by the Company Secretary in consultation with Trowers & Hamlins LLP.
3.10 Equality and Diversity and Community Cohesion: None
3.11 Stakeholder Involvement/consultation: The draft Group Governance Handbook will be circulated to wider management team for consultation following Board.
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4. Conclusions and Recommendations
Board is asked to note the project progress to date and agree:
1. to provide comment on the Group Governance Handbook to the Company Secretary by no later than 4 September; and
2. the Intragroup Agreements to be established between YHN and subsidiary companies, and
3. to receive amended Financial Regulations in September for approval; and
4. that any four YHN Board members are signatories to the company registration applications; and
5. the YHN Board dates and workplan for 2016.
5. Implementation
Next steps
Company secretary to check all governance documents for consistency prior to final approval at September meeting
Meeting arranged with the Audit Committee Chair regarding the Group Audit Committee terms of reference
Chair to conduct Board member reviews
Board membership of subsidiary companies and committees agreed by Chair
Register Abri Trading Limited with Companies House
Register Asfaleia Limited with FCA
September Board meeting
Committee membership and Subsidiary Board appointments confirmed
Vice Chairs YHN appointed
Final governance documents presented for approval
Learning and Development plan presented for comment
Financial elements of disaggregation presented to Board for approval
Loan agreements
Business Transfer Agreements
Palatine Lease
Contact Officer
If you have any questions about this report that you would like clarifying
before the meeting, you can contact Jill Davison by telephone on 0191 278
8624 or email [email protected]
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1
GROUP GOVERNANCE HANDBOOK
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Group Governance Handbook
Contents
1 Introduction
2 YHN Group Structure
2.1 Legal Structure
2.2 Legal name 2.3 Shareholding 2.4 Organisational structure 2.5 Management structure
3 Governance Structure
3.1 Matters reserved to the YHN Board
3.2 Major decisions
3.3 Subsidiary Boards - Abri Trading Limited - Asfaleia Limited
3.4 Matters delegated to Committees 3.4.1 Group Audit Committee 3.4.2 Service & Strategy Delivery Committee 3.4.3 Remuneration Committee 3.4.4 Time Limited Committee 3.4.5 Committee Remit Protocol 3.5 Standing Orders 3.6 Financial Regulations
3.7 The Role of Board, Subsidiary or Committee Members 3.7.1 Code of Conduct 3.7.2 Board member development
4 Responsibilities of key positions
4.1 Chair’s Responsibilities
4.2 Vice Chairs’ Responsibilities
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4.3 Subsidiary and Committee Chairs’ Responsibilities
5 Matters delegated to Officers
5.1 General
5.2 Conditions
5.3 Staffing Conditions
5.4 Chief Executive and Management Team Responsibilities
6 Officers’ Areas of Responsibility
6.1 Functions and Responsibilities of Chief Executive
6.2 Functions of the Company Secretary
6.3 Other Functions
7 Conflicts of Interest Policy
8 Group Policies and Strategies
- Governance - Corporate
Version Control Table
Version number 1
Date current version produced October 2015
Due date for next review October 2016
Author Jill Davison Company Secretary 0191 278 8624 [email protected]
Contact for further information As above
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1 Introduction
This handbook sets out the governance arrangements, which underpin the day to day
operations of the Your Homes Newcastle (YHN) Group, how the organisation is run and
how it makes its decisions.
Governance is about making sure an organisation does the right things, in the right way, at
the right times. Good governance is about having systems, processes, cultures and values
in place to ensure decisions are robust and staff are held to account for how the company
is run. Governance affects the whole organisation. The board, the management, staff and
stakeholders all have a duty to uphold excellent standards of governance.
The organisation signs up to the Good Governance Standard for Public Services, which
comprises of six core principles of good governance;
1. Good governance means focusing on
the organisation’s purpose and on
outcomes for citizens and service
users
2. Good governance means performing
effectively in clearly defined functions
and roles
3. Good governance means performing
effectively in clearly defined functions
and roles
4. Good governance means taking
informed, transparent decisions and
managing risk
5. Good governance means developing
the capacity and capability of the
governing body to be effective
6. Good governance means engaging
with stakeholders and making
accountability real
Our core values are at the heart of the business, and are the principles and standards that
influence the way we work and behave. They make a difference by giving us a sense of pride
and belonging at work, and show we care and are committed to people and the work we do.
Our core values are what will help us to achieve our organisational objectives and are
instrumental to this governance handbook.
Accountability – acting openly and taking responsibility
Integrity – acting fairly and honestly
Passion – working positively with enthusiasm
Respect – treating everyone with care and professionalism
Forward thinking – proactively seeking improvements and solutions
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YHN LIMITED
(Parent)
ASFALEIA LIMITED
(Subsidiary)
GROUP AUDIT COMMITTEE
ABRI TRADING LIMITED
(Subsidiary)
SERVICE & STRATEGY DELIVERY
COMMITTEE
REMUNERATION COMMITTEE
2 YHN Group Structure
YHN is an Arms Length Management Organisation (‘ALMO’) set up and solely owned by
Newcastle City Council (‘NCC’). YHN was created on 1 April 2004 and is one of the largest
ALMOs in the country. YHN manages over 26,000 council homes and around 2,200
tenanted homes for other organisations.
In 2015, a group structure (the “Group”) was created with two subsidiary companies; Abri
Trading Limited and Asfaleia Limited, with three committees servicing the group.
2.1 Legal Structure YOUR HOMES NEWCASTLE (YHN) BOARD Your Homes Newcastle Limited is a private company limited by guarantee (company
number: 05076256), and a registered provider with Homes Communities Agency HCA
(RP:4627). Newcastle City Council is the sole member of YHN. YHN was incorporated in
2004 as an ALMO of Newcastle City Council. YHN as the ALMO, is responsible for all the
core landlord services. YHN operates under a management agreement for Newcastle City
Council.
YHN is constituted by their Memorandum and Articles of Association. The powers and
remit of the YHN Board is set out in section 3.1 Matters reserved to the YHN Board.
ABRI TRADING LIMITED Abri Trading Limited is a private company limited by shares (company number: 0000000).
Your Homes Newcastle is the sole shareholder and parent company of Abri Trading
Limited. Abri Trading Limited was constituted as a separate subsidiary company to
facilitate the commercial activities undertaken in the business. Abri Trading Limited is
responsible for the external trade of Newcastle Furniture Services and Palatine Beds.
Abri Trading Limited is constituted by their Memorandum and Articles of Association. The
powers and remit of the Abri Trading Limited Board is set out in section 3.3 Subsidiary
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Boards.
ASFALEIA LIMITED Asfaleia Limited is a Community Benefit Society (CBS) registered with the Financial
Conduct Authority (FCA) under the Co-operative and Community Benefit Societies Act
2014 (registered number xxxxx). It has charitable status but is exempt from registration
with the Charities Commission, it is a “charity” but not a “registered charity”. [HMRC detail
to be added] Asfaleia Limited was constituted as a separate subsidiary company to
facilitate the services we operate which are of benefit to the community. Asfaleia Limited is
responsible for Community Care Alarm Service, Sheltered Housing Service, Employability,
Young Peoples Service, and, Advice and Support.
Asfaleia Limited is constituted by their Rules and charitable objects. The powers and remit
of the Asfaleia Limited Board is set out in section 3.3 Subsidiary Boards.
COMMITTEES The YHN Board may delegate any of their powers to any committee consisting of three or more Board members together with any such person the Board considers fit to exercise such powers. The current governance structure of YHN comprises three committees;
Group Audit Committee
Service & Strategy Delivery Committee
Remuneration Committee
The remit of these committees are set out in section 3.6, as well as Time Limited Committees, which may be convened in order to scrutinise in closer detail areas of concern identified by the YHN Board. 2.2 Legal names
The Group operate different business names such as Palatine and Newcastle Furniture Service, but there are specific circumstances in which the ‘legal name’ is required to be used instead of or in addition to the ‘business name’:
legal documents must be entered into using the relevant legal name; and
a sign showing the legal name must be displayed at your registered company address and wherever your business operates; and
on all company documents, publicity and letters.
The legal names in the Group are;
Your Homes Newcastle Limited
Abri Trading Limited
Asfaleia Limited It is the responsibility of the Company Secretary to ensure compliance with all legal requirements. 2.3 Shareholding [to be added]
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2.4 Organisational Structure The Group is a large organisation with around 850 members of staff. A large number of our staff work in housing management and support services positions but we also have people working in support service roles to ensure that the business runs smoothly. We operate in three distinct organisational directorates: Tenancy Services
Our Tenancy Services division provides strategic and operational responsibility for all
central, neighbourhood and citywide functions related to the day to day management of
tenancies and care and support of our customers.
Property Services
Our Property Services division incorporates all of the services that client the improvement
and maintenance of the city council's housing assets.
Corporate Services
The Corporate Services division provides strategic and business leadership and support
services to the organisation.
Chief Executive Office
The Chief Executive Office provides strategic and operation responsibility for all
governance functions of the company and includes the Company Secretary and the
Executive Assistant to the Chief Executive.
2.5 Management Structure
The operational day to day running of the organisation is delegated to the Chief
Executive and the Executive Team. The Chief Executive and Executive Team are
not members of the Board.
Assistant Chief Executive and Director of Corporate Services
Responsible for corporate and strategic financial management within the
organisation. Additionally, to support the organisation’s systems and
processes related to HR, IT and administrative management. Assists
the Chief Executive in providing strategic and business leadership for the
organisation and ensuring that adequate planning processes are in place and
the workforce is enabled to deliver YHN’s strategic objectives.
Director of Tenancy Services Strategic and operational responsibility for all central, neighbourhood and
Citywide functions directly related to the quality day to day management of
NCC’s tenancies and the successful care and support of YHN’s customers.
Director of Property Services Ensures YHN makes the optimum use of its assets in planning and delivery
of investment in YHN’s stock. Also has responsibility for health & safety,
facilities management and property maintenance which covers the clienting
of repairs and maintenance.
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3 Governance Structure This section sets out the responsibilities and working methods of the Group, its subsidiaries and committees. This includes matters reserved for the YHN Board and those of the subsidiary boards as well as the terms of reference for the established committees which the YHN Board has delegated responsibility to. These governance arrangements have been written with a view to encapsulating the
relationships specific within the Group. Should there be any conflict between YHN
supporting governance policies and the articles or rules of the subsidiary companies, the
articles and rules take precedence.
3.1 Matters Reserved to the YHN Board
The YHN Board reserves to itself the following powers except only to the extent that such powers have either in part or in their entirety been expressly delegated by the YHN Board to a Committee or an Officer:
3.1.1 adopting and changing the governance arrangements; 3.1.2 approving and adopting strategies, policies, business plans and work
programmes and the budget; 3.1.3 approving the statement of accounts, income and expenditure and balance
sheets; 3.1.4 appointing the Vice Chair of the YHN Board; 3.1.5 agreeing and/or amending terms of reference for Committees, deciding on
their composition and making appointments to them including the appointment of Chairs;
3.1.6 approving procedures for the recruitment for tenant YHN Board members; 3.1.7 recommending persons for appointment as independent YHN Board
members; 3.1.8 approving the Your Homes Newcastle Delivery Plan; 3.1.9 approving proposals to provide services on behalf of other organisations; 3.1.10 making recommendations to general meetings of Your Homes
Newcastle; 3.1.11 appointing external auditors; 3.1.12 approving membership of, and appointing representatives to, outside bodies
unless the function has been delegated to an Officer; 3.1.13 confirming the appointment of the Chief Executive; 3.1.14 making arrangements for the discharge of any of Your Homes Newcastle’s
functions by another organisation; 3.1.15 considering recommendations from the Council and/or Chief Executive or
make recommendations to the Council and/or Chief Executive regarding action following receipt of reports of external auditors, external inspectorate and the Local Ombudsman;
3.1.16 agreeing changes to policies, strategies and procedures that are a major decision;
3.1.17 making decisions about any functions that by law are the responsibility of Your Homes Newcastle and have not been delegated to a Committee or Officer;
3.1.18 approving the Your Homes Newcastle Budget; 3.1.19 agreeing the Investment Programme delegated to Your Homes Newcastle; 3.1.20 making recommendations to the Council on its Housing Strategy, Lettings
Policy, Community Safety Strategy and other matters within the Council’s
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Policy Framework; 3.1.21 monitoring the Your Homes Newcastle budget, outturn, performance and
implementation of policy decisions; 3.1.22 undertaking activities relating to virement and other issues specified under
Financial Regulations; 3.1.23 forming partnerships as necessary to facilitate the delivery of the objectives
of Your Homes Newcastle; 3.1.24 considering and responding to consultation papers from Government,
Council or other bodies; 3.1.25 agreeing personnel policies, other than minor or technical changes to
existing policies which do not affect the underlying principles of the policies; 3.1.26 changes to staffing levels or organisational structures that have an additional
cost of £100,000 a year or more or where there is no budget provision unless in either case the change is incidental to a key decision taken by the Board;
3.1.27 governance of major procurement projects; 3.1.28 Reviewing and monitoring YHN’s income, expenditure and budgets and the
associated Medium Term Plan (on a six monthly basis); 3.1.29 Reviewing and monitoring YHN’s investment programme high level
expenditure, funding and budgets; and 3.2 Major Decisions 3.2.1 Major decisions referred to in 3.1 are:
(a) any decision in relation to Your Homes Newcastle’s function which results
in the incurring of expenditure which is significant, having regard to the Your Homes Newcastle’s budget for the service or function to which the decision relates; OR
(b) any decision that is likely to have a significant impact on two or more electoral wards within the Council.
3.2.2 The threshold for “significant expenditure” (under (a) above) is £100,000. 3.2.3 In order to ensure that the Board has sufficient oversight of:
significant changes to an approved budget; and/or
any unbudgeted investments and/or related expenditure The following delegations are effective: Approved Budget
Where there is an approved budget, for example, as set out in the investment programme (i.e. the Board has approved the revenue or capital budget), a delegated decision from a member of the Management Team is sufficient approval to proceed with the planned expenditure.
Where there is an approved budget but there is a ‘significant change’ to the proposed expenditure (i.e. cost increase) any additional expenditure should be approved by the Board. A ‘significant change has been defined as a change where expenditure exceeds 10% of the original budget. In order to avoid Board having to approve ‘minor’ changes to budgets a de minimus level has been set at £100k variance (i.e. Board will be asked to approve changes above 10% which equates to more than £100k) unless
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the change is deemed to potentially have a significant positive or negative impact in environmental, physical, social or economic terms and is considered by the Management Team worthy of the Board’s consideration.
Where costs exceed 10% of budget but the actual expenditure is less than £100k, Management Team will have the authority to approve the additional expenditure. The additional spend will be recorded via the delegated decision process which is reported to Board as an information item at each Board meeting.
Unapproved Budget
The Board will have authority to approve capital or revenue spend where no budget has been previously agreed for values of £100k or above; and
Management Team will have the authority to approve capital or revenue spend where no budget has been previously agreed for a value of under £100k
3.2.4 The definitions are qualified by the following:
1. Decisions that are a direct consequence of implementing a major decision will not, in themselves, be “major”. An example is the delivery of individual Capital schemes already agreed by NCC as part of the annual Investment Programme.
2. Decisions to bid for sums over £100,000 are not included, provided that expenditure is within the agreed budget and policies of Your Homes Newcastle.
3. “Significant impact on two or more wards” means any decision which is
likely to have a significant positive or negative impact in environmental, physical, social or economic terms on people living or working in communities in two or more Council wards.
4. Any decision involving the making of a grant or loan to any organisation
or individual will require the approval of the Board, unless it is less than £10,000 or in accordance with a policy already approved.
3.2.5 Because of the cycle of Board meetings, it is possible to need to make urgent
major decisions ahead of the next Board meeting. In this event, an urgent major decision will be made as follows:
1. The Chief Executive of Your Homes Newcastle will prepare a report in
the format of a Board report for the Chair of Your Homes Newcastle, who will then approve the major decision, subject to approval by at least one other Board member, who should be the Vice Chair of the Board or the Chair of a Committee of the Board.
2. The full report and the decision of the Chair and other Board member(s) should then be reported to the next available Board meeting for information.
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3.3 Subsidiaries
Your Homes Newcastle set up the following subsidiary companies in 2015 in order to achieve increased efficiencies within the business.
Abri Trading Limited Asfaleia Limited
Alongside the formal and legal relationships established by the articles of association and rules of each company, there are Intragroup Agreements set up which are intended to regulate key aspects of interaction between YHN as the parent and its subsidiaries. These agreements include; internal governance arrangements, adoption of group policies and business plans and the provision of services between YHN and the subsidiaries.
Matters Reserved to the subsidiary boards;
Abri Trading Limited
All matters reserved for the Board as set out in section 3.1.1 to 3.1.29 where applicable
Any aspects of the matters delegated to the Service and Strategy Delivery Committee which relate to the traded elements of NFS and Palatine.
Asfaleia Limited
All matters reserved for the Board as set out in section 3.1.1 to 3.1.29 where applicable
Any aspects of the matters delegated to the Service and Strategy Delivery Committee which relate to the elements of CCAS, Employability, Advice & Support and Young Peoples Service.
For further detail please see:
Your Homes Newcastle and Abri Trading Limited Intragroup Agreement
Your Homes Newcastle and Asfaleia Limited Intragroup Agreement
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3.4 Matters delegated to committees
3.4.1 Group Audit Committee 1 Purpose 1.1 The purpose of the Group Audit Committee is to make sure that the Group’s
internal control systems and risk management systems are effective and meet regulatory requirements.
2 Delegations
2.1 The Committee will satisfy themselves that there are proper systems and allocations of responsibilities for the following areas of activity:
Internal audit;
External audit;
Internal control system;
Risk Management systems;
2.2 The Committee will oversee the following areas of activity:
Monitoring the integrity of the financial statements of the Group and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting judgements contained in them;
Reviewing the Group’s internal financial controls and the internal control and risk management systems;
Monitoring and reviewing the effectiveness of the internal audit function;
Recommending to the Board the appointment of the external auditor;
Recommending the remuneration and terms of engagement of the external auditor;
Reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
Developing and implementing policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethnical guidance regarding the provision of non-audit services by the external audit firm;
Annual assurance statement
Developing and implementing policy on business continuity
3 Matters Reserved to YHN Board 3.1 The following matters will be reserved to YHN Board for decision:
Approval of the Group Directors’ Annual Report and Financial Statements (following recommendation by the Audit Committee).
3.2 The Committee will report to the Board of YHN or subsidiary companies on any
matters in respect of which it considers that action or improvement is needed and make recommendations as to the steps to be taken.
3.3 Where a matter has a financial implication under £100,000 but has a major or material impact or change the Lead Officer of the Audit Committee in consultation with the Committee Chair or Vice Chair will determine whether the matter should be decided by the Board or the Committee.
4 Responsibility of Committee Members
4.1 Committee members will be expected to prepare themselves for meetings by
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reading the Committee papers in advance of the meeting. Where Committee members are unable to attend a meeting, they should forward their views/comments on the matters to be discussed to the Lead Officer ideally not less than twenty four hours in advance of the meeting.
5 Reporting to Board
5.1 Minutes of Committee meetings will be submitted to the YHN Board for information.
5.2 The Committee Chair will report to the YHN, Abri Trading Limited and Asfaleia Limed Board at least once a year on the work of the Committee.
5.3 Where there are matters that (a) require Board approval under delegations and/or (b) matters that have arisen during the course of the Committee’s work and require Board’s approval, these should be reported to Board as needed (outside of the annual reporting programme).
6 Reporting between Committees
6.1 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
7 Membership
7.1 The membership of the Committee will be made up of YHN Board members from each of the three constituent groups, a representative from each of the subsidiary companies and an independent chair
7.2 Membership and Chair of the Committee will be proposed annually by the
Chair for agreement by the Board at the first meeting after the Annual General Meeting.
7.3 The Committee will appoint a Vice Chair.
8 Frequency of Meetings 8.1 The Committee will meet quarterly. 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 Quorum 9.1 The quorum for a meeting of the Committee will be three members. 10 Lead Officer 10.1 The Lead Officer for Audit Committee is the Head of Business Strategy.
Heads of Services will attend committee meetings to support the Lead Officer. The Lead Officer will nominate an Officer to co-ordinate the agenda and reports for each committee meeting on his/her behalf.
11 Agenda dispatch and Minuting of meetings 11.1 The Council’s Democratic Services Team will allocate a named Democratic
Services Officer to support the Group Audit Committee. This Officer will a) dispatch the agenda and papers no later than five working days before the date of the meeting and b) minute meetings of the Committee. Lead Officers will be responsible for making sure that the agenda and papers are sense checked before being provided to Democratic Services.
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3.4.2 Service and Strategy Delivery Committee
1 Purpose 1.1 The purpose of the Service and Strategy Delivery Committee is to gain
assurance that;
services are being delivered effectively
service reviews are properly scoped and conducted
strategies previously approved by Board are being enacted as approved
1.2 The committee will also receive and scrutinise detailed information on
specific performance issues in response to board queries and concerns.
2 Delegations 2.1 The Committee will oversee services delivered by the ALMO but not those
in Abri Trading Limited or Asfaleia Limited as well as key cross-cutting strategy action plans.
2.2 The Committee will review its terms of reference on an annual
basis and recommend any necessary changes to the YHN Board.
3 Matters reserved to YHN Board 3.1 The following matters will be reserved to YHN Board:
3.1.1 Approval of key strategies
4 Responsibility of Committee Members 4.1 Committee members will be expected to prepare themselves for
meetings by reading the Committee papers in advance of the meeting. Where Committee members are unable to attend a meeting, they should forward their views/comments on the matters to be discussed to the Lead Officer ideally not less than twenty four hours in advance of the meeting.
5 Reporting to YHN Board 5.1 The Chair will report to YHN Board on decisions taken by the Committee. 5.2 The Committee will report to the YHN Board annually on its overall work
programme. 5.3 Where there are matters that (a) require Board approval under
delegations and/or (b) matters that have arisen during the course of the Committee’s work and require Board’s approval, these should be reported to Board as needed (outside of the annual reporting programme).
6 Reporting between Committees 6.1 There may be occasions when the 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.
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7 Membership 7.1 The membership of the Committee will be made up of YHN Board
members from each of the three constituent groups. 7.2 Membership and chairs of committees will be proposed annually by the
Chair for agreement by the YHN Board at the first YHN Board meeting after the Annual General Meeting.
7.3 The Committee will appoint a Vice Chair. 8 Frequency of Meetings 8.1 The Committee will meet every six weeks. 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 Quorum 9.1 The quorum for the transaction of business at meetings of the
Committee will be the Chair or Vice Chair and three members.
10 Lead Officer 10.1 The Lead Officer for the Service and Strategy Delivery Committee will be
the Director of Property Services. Heads of Services will attend committee meetings in support of the Lead Officer. Lead Officers will nominate an officer to co-ordinate the agenda and reports for each committee meeting.
11 Agenda dispatch and Minuting of meetings 11.1 Democratic Services will allocate a named Democratic Services Officer to
support the Service and Strategy Delivery Committee. This Officer will a) dispatch the agenda and papers no later than five working days before the date of the meeting and b) minute meetings of the Committee. Lead Officers (or a nominated officer) will be responsible for making sure that the agenda and papers are a) sense checked before being provided to Democratic Services and b) sent in accordance with agreed deadlines.
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3.4.3 Remuneration Committee
1 Purpose 1.1 The purpose of the Remuneration Committee is to review on an annual
basis the level of remuneration of the Chief Executive and to agree the level of remuneration that should be paid to the Chief Executive.
1.2 The Committee will also be provided periodically with information by the
Chief Executive relating to the remuneration of the senior management team (currently the Assistant Chief Executive & Director of Corporate Services, the Director of Property Services and the Director of Tenancy Services).
2 Delegations 2.1 The Committee will carry out the following duties on behalf of the YHN
Board:
2.1.1 Determine and agree the framework or broad policy for the remuneration of the Chief Executive.
2.1.2 Determine the remuneration package for the Chief Executive
within the terms of the agreed framework or policy. The Committee will make its decision after taking into consideration remuneration packages of other ALMOs, relevant Boards and the Council’s Executive Management Team.
2.1.3 Be responsible for establishing the selection criteria, selecting,
appointing, determining the remuneration and setting the terms of reference for any consultants who advise the Committee.
2.1.4 Receive information periodically from the Chief Executive about
the remuneration of the senior management team, taking account of any other specific pay issues of a significant and strategic dimension.
NB: No Officer shall be involved in any decisions about their own
remuneration.
2.2 The YHN Chair and nominated Committee Members will be the panel for the appointment of the Chief Executive together with the Chief Executive of the Council and a relevant external person, as an adviser.
2.3 For the appointment of the senior management team, the interview panel will include the Chair of the Board and another member of Remuneration Committee.
2.4 The Committee will review its terms of reference on an annual basis and recommend any necessary changes to the Board.
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3 Matters reserved to YHN Board 3.1 The following matters will be reserved to YHN Board:
3.1.1 The appointment of the Chief Executive; 3.1.2 The dismissal of the Chief Executive; and 3.1.3 The appraisal of the Chief Executive.
4 Reporting to YHN Board 4.1 The Chair will report to Board on decisions taken by the Committee.
5 Membership 5.1 Membership of the Committee will be made up of the Chair of the
YHN Board, the Vice Chair, the Chairs of the Subsidiary Boards and the Service and Strategy Delivery Committee.
5.2 The Chair of the YHN Board will chair meetings of the Committee. 5.3 The Company Secretary will act as Secretary to the Committee. 5.4 The Strategic HR Manager will attend all or part of meetings of the
Committee by invitation to advise on matters of remuneration and policy.
6 Frequency of Meetings 6.1 The Committee will meet as necessary but is not expected to need to
meet more than three times each year.
7 Responsibility of Committee Members 7.1 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 Lead Officer before the meeting not less than twenty four hours in advance of the meeting.
8 Quorum 8.1 The quorum for the transaction of business at meetings of the
Committee will be the Chair and three of the Committee members as listed at clause 5.1 above.
9 Administration of Meetings 9.1 Meetings of the Committee shall be arranged by the Company Secretary
at the request of the Chair.
9.2 The Company Secretary will ensure that minutes are taken at all meetings. Minutes will formally record any decisions made and include the names of those present and in attendance.
9.3 Unless otherwise agreed, notice of each meeting together with an agenda and papers for discussion, will be forwarded to each member of the Committee no later than five working days before the date of the meeting.
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3.4.4 Time Limited Committee
1 Purpose 1.1 The purpose of Time Limited Committees are:
To scrutinise in closer detail areas of concern identified by the YHN Board;
To ensure that all the relevant issues are identified and dealt with;
To act as a forum for debate on potential courses of action;
To consider good practice and/or innovation identified elsewhere;
To ensure that appropriate action is taken and the impact evaluated; and
To report back to the YHN Board at regular intervals and at the end of the time-limited project.
2 Membership
2.1 Membership of a Time Limited Committee will comprise:
Three YHN Board Members; and may include
One expert critical friend. 2.2 When appropriate the following may also be asked to send
representatives to participate in membership of the Time Limited Committee:
One Council nominee (officer or Councilor)
3 Principles of operation
The Committee’s inaugural meeting will set out the required end result and will identify key milestones.
Clear tasks, roles, timescales and resources will be set out in a project plan which will be used to monitor and evaluate progress.
The date and time of Committee meetings will be agreed by the Committee members at the inaugural meeting.
A working group of Officers will carry out the tasks as directed by the Committee.
The Officer group will be cross-divisional and will represent a portfolio area of expertise which is specific to the area being scrutinised by the Committee.
Where possible the Officer group will identify and develop expertise and learning previously developed through Best Value Reviews and the programme workstreams.
The focus of the Committee will be on issue resolution and/or service and performance improvements.
The Committee will be empowered by the YHN Board, where something needs to be done, to do it without referring such matters/requests to the YHN Board for approval.
The Committee will not get embroiled in operations, but will oversee them.
Committee members will be required to commit time to understand the issues under consideration and therefore add value to the subject in question.
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The Committee will give the Lead Officer(s) clarity about the content and periodicity of progress reports and the frequency of Committee meetings.
Meetings of the Committee will be formally minuted.
The quorum for meetings of the Committee will be two YHN Board members.
The findings of the Time Limited Committee will be reported to the YHN Board and/or a Committee for information
3.4.5 Committee Remit Protocol Introduction The purpose of this protocol is to provide guidance on dealing with matters where a committee wishes a particular piece of work to be carried out that is not within their terms of reference. Process Where a committee has identified concerns or matters that they consider should be further investigated, and this matter is not within their terms of reference, the Lead Officers will be responsible for bringing this matter to the appropriate committee. The Lead Officer of the Committee making the request will present a report on their behalf to the appropriate Committee. This should be a brief document describing the issues that have arisen and what the Committee is being asked to do. It is the responsibility of the Lead Officer to write this report and to present to Committee. Reporting The Committee will decide what action it will take and this will be reported back to the requesting Committee. A schedule of remits between committees will be reported to YHN Board for information.
3.5 Standing Orders
High standards of corporate and personal conduct are essential for the organisation. The Standing Orders set out the procedures which apply to all meetings of the Group, and regulate the way in which business of the Group will be conducted.
For further detail please see:
Standing Orders for Board and Committee meetings
3.6 Financial Regulations
Financial Regulations provide the framework for the financial administration of the Group
with a view to ensuring that the financial affairs are conducted in a sound and proper
manner, constitute value for money and minimise the risk of legal challenge. Financial
Regulations are not intended to constitute a set of detailed rules to respond to every
contingency. The regulations apply to all companies within the Group.
For further detail please see:
Financial Regulations
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3.7 The role of YHN Board, Subsidiary and Committee members
As a Company Director, all Board members have fiduciary and statutory duties and take
collective responsibility for the decisions that are made.
All Board members are required to;
be responsible for carrying out the legal responsibilities of a Director as specified in Companies Act 2006; Act with powers as set out in the articles of association
Promote the success of YHN for the benefit of its members, employees, and
tenants
Exercise independence of judgement when making decisions
Exercise reasonable care, skill and diligence and to use the general knowledge, skill
and experience that you have for the benefit of YHN
Avoid conflicts of interest
Not to accept benefits from third parties
Declare interest in any proposed transaction or arrangement
In addition;
Follow the YHN Board member code of conduct
Read the agendas and prepare for and attend all meetings
Undertake training appropriate to the role
Serve on committees and task and finish groups as required
Constructively challenge and contribute to debates at meetings
Support the decisions objectives and policies agreed by the Boards
Understand importance of handling confidential and sensitive information
For further detail please see:
Board Members Role Description
3.7.1 Code of Conduct
All Group Board Members must observe the YHN Board Member Code of Conduct and
other arrangements put in place to assure good governance whenever they:
Conduct the business of the organisation;
Conduct the business of the office to which they have been nominated, elected or appointed; and
Act as a representative of the organisation. For further detail please see:
Board Members Code Of Conduct
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3.7.2 Board Member Development
The Group is committed to supporting its Board Members. Board Members receive a
formal induction on appointment and an annual review meeting with the Chair, during this
meeting Board Members have the opportunity to identify future training and development
requirements.
For further detail please see:
Board Appraisal and Development Programme
3.7.3 Succession Planning
The process of appointing Board members to the parent and subsidiary boards is set out formally in the constitution documents of each company.
It is crucial that the Board members have the right skills, knowledge and behaviours for today’s activities and also for future changes and challenges. The Board Succession Plan aims to ensure that the Group takes a strategic approach to board continuity, demonstrates how the group plans for the future and ensures that effective and efficient governance of the Group is assured at all times through the board, subsidiaries and committees.
For further information please see:
Board Succession Plan
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4 Responsibilities of the YHN Chair and Vice Chair This section sets out the responsibilities of key positions within the governance structure. 4.1 YHN Chair’s responsibilities Strategic Direction
To establish constructive working relationships with the Chief Executive and the Senior Management Team and to attend meetings with the Chief Executive on a regular basis.
To represent Your Homes Newcastle at external public events and to meet with Your Homes Newcastle tenants on a regular basis.
To make comments on behalf of Your Homes Newcastle to the press and other media.
To take decisions (if any) delegated to the Chair with the advice of the Chief Executive.
To ensure when a vacancy arises that the Chief Executive is replaced in a timely and orderly fashion.
To agree with the Chief Executive the agenda for all the YHN Board’s meetings.
To take action on disciplinary and other personnel matters concerning the Chief Executive in accordance with Your Homes Newcastle’s personnel procedures.
To liaise with the Chief Executive on the strategic development and planning of Your Homes Newcastle, bringing such reports and recommendations to the Board for discussion and approval.
To meet regularly with the Leader, Chief Executive and other senior officers of the Council.
To review the performance of individual Board members on an annual basis.
To ensure that an annual review of the performance of the Chief Executive is carried out.
To attend such training and development programmes that may be considered necessary.
Not to engage in any activity or practice that is likely to bring Your Homes Newcastle into disrepute and to abide by all policies and procedures as appropriate.
To be an ex-officio member of all Committees and attend meetings as appropriate.
To chair the Your Homes Newcastle Remuneration Committee.
(i) Conduct of Meetings
To ensure the efficient and proper conduct of the YHN Board’s business and general meetings of the Company.
To ensure that all YHN Board members are given the opportunity to express their views before any important decision is taken, but at the same time to ensure that only those who are eligible to speak (for example, those without a conflict of interest) are invited to do so.
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On a resolution where there is an equality of votes, the Chair shall have a second or casting vote and shall use it to vote against any resolution which proposed to alter the existing situation unless this would be detrimental to the best interests of Your Homes Newcastle.
To ensure that the YHN Board delegates sufficient authority to any Committees and Officers it may establish to enable the business of Your Homes Newcastle to be carried on effectively between meetings of the Board and also to ensure that the YHN Board monitors the use of these delegated powers.
To invite members of staff to comment on matters considered at YHN Board meetings as appropriate and to ensure that the Board receives timely professional advice when it is needed.
To ensure that the YHN Board complies with all the group governance arrangements.
To determine at YHN Board meetings whether any late items will be accepted onto the agenda and if so tabled at the meeting.
Where new YHN Board members or observers are present or in attendance at YHN Board or general meetings, to invite such members, observers and staff to introduce themselves to the meeting.
To satisfy him/herself that the minutes of the YHN Board’s meetings are an accurate and complete record and if so satisfied, to sign the same.
To satisfy him/herself that every meeting of the YHN Board has been properly convened and that such meetings are properly constituted by the attendance of a quorum.
To attend consultation meetings with tenants, leaseholders and residents.
To guide the meeting through the items on the agenda in the order they appear (unless modified with the agreement of the meeting).
To give immediate rulings on complaints or queries relating to the procedure and conduct of the meeting, the Chair’s ruling being final.
At the end of each item on the agenda, to ascertain the ‘sense of the meeting’ and to sum up the general agreement of the YHN Board members on a particular recommendation.
To ensure that questions from members of the public are dealt with in the manner provided in the governance arrangements.
To adjourn any meeting of the YHN Board or a Committee for the purposes of restoring order.
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4.2 Vice Chairs’ responsibilities
To assist and support the Chair in fulfilling his/her duties and responsibilities.
To deputise for the Chair in his/her absence.
To assume responsibility for a particular area of responsibility or interest as may be agreed by the Board, such as chairing a committee.
To meet with the Chair and Chief Executive as required in between Board Meetings.
To undertake such other duties as may be delegated to him/her by the Board.
4.3 Subsidiary and Committee Chairs’ responsibilities
As separate legal entities, each subsidiary company has a Board of Directors (Board members) and a Chair. All Board members of subsidiary boards are responsible for managing and directing the affairs of the company and have a fiduciary duty to act with due care, in good faith and in the best interests of the subsidiary company.
Committees of YHN have written terms of reference outlining their remit which is delegated to them from the YHN Board.
In respect of their particular board meetings, Subsidiary and Committee Chairs are responsible for;
agreeing the agenda for the meetings with the Lead Officer
ensuring meetings are properly constituted by the attendance of a quorum
guiding the meeting through the items on the agenda in the order they appear (unless modified with the agreement of the meeting)
Ensuring that the meeting allows sufficient time for discussion in proportion to the importance of the agenda item
satisfying him/herself that the minutes of the meetings are an accurate and a complete record
monitoring the implementation of action points from previous meetings
inviting members of staff to comment on matters considered at meetings as appropriate, and to ensure that the meeting receives timely professional advice when it is needed
enabling discussions, ensuring that all members have the opportunity to contribute and that discussions remain focused
ensuring that all members are given the opportunity to express their views before any important decision is taken
ensuring the work is consistent with its agree remit and that issues of interest to other committees or the wider organisation are appropriately referred
consulting with other members and providing advice and support
supporting and advising new members
ensuring members comply with all the group governance arrangements
adjourning any meeting for the purposes of restoring order
reporting to the YHN Board annually on the work programme
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5 Matters delegated to Officers
This section sets out the key responsibilities delegated to officers in the organisation.
5.1 General 5.1.1 This scheme delegates to the Chief Executive and other Officers the powers
and duties necessary for the discharge of Your Homes Newcastle’s functions subject to the specific conditions as stated in 5.2 and 5.3 below. It is adopted with the aim of streamlining and simplifying the decision making processes of Your Homes Newcastle and accordingly the Scheme should be interpreted widely rather than narrowly. Where functions are delegated these should be taken to include all powers and duties necessary to carry out those functions delegated by Newcastle City Council to Your Homes Newcastle.
5.1.2 Where under these delegations a function has been delegated to a specific
Officer (“Delegated Officer”) the decision may be taken in the name of (but not personally by) such Delegated Officer by another Officer (’Authorised Officer’) in accordance with arrangements made from time to time by such Delegated Officer for this purpose.
5.1.3 For the purposes of these delegations the ‘“Management Team’, headed by the Chief Executive, consists of:
Assistant Chief Executive and Director of Corporate Services;
Director of Property Services; and
Director of Tenancy Services;
5.2 Conditions
5.2.1 The Scheme does not delegate to the Chief Executive or other Officers any major decisions. Major decisions are defined in section 3.2 of this document.
5.2.2 All powers and duties that the Chief Executive or other Officer are authorised to
exercise or perform must be exercised or performed on behalf of and in the name of Your Homes Newcastle and in accordance with the governance arrangements and, in the case of a Senior Manager or other Officer, any direction and/or advice of the Chief Executive.
5.2.3 Where any matter involves professional or technical considerations not within
the sphere of the competence of the Chief Executive, Management Team or other Officer they must consult the appropriate professional or technical officer of Your Homes Newcastle and/or Newcastle City Council before authorising action.
5.2.4 In exercising delegated powers the Chief Executive, Management Team or
other Officer should only act within the approved policies and budgets. 5.2.5 The Chair of the Board must be consulted about draft responses to consultation
papers issued by Government departments or national or regional bodies. 5.2.6 Consultants may only be appointed in accordance with Your Homes Newcastle
Contract Procedure Rules and Regulations and subject to the approval of the Chief Executive.
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5.2.7 Any reference to the Chief Executive or other Officer includes any other person
authorised by that Officer to act on their behalf. 5.2.8 In addition to the general powers conferred upon them as Chief Executive,
these Officers will be authorised to exercise all the powers and duties specifically conferred on subordinate officers in their department. All powers and duties conferred upon subordinate officers will be exercised in accordance with any direction issued by the Chief Executive.
5.2.9 Reference to any statutory provision includes any statutory provision
amending, consolidating, or replacing it for the time being in force. 5.3 Staffing Conditions 5.3.1 The Chief Executive will be responsible for appointing, managing, disciplining
and dismissing all employees within Your Homes Newcastle subject to complying with:
employment policies and conditions of service;
any appropriate schemes or arrangements laid down by Your Homes Newcastle or the Board; and
any directions that may be issued from time to time by the Board. 5.3.2 The following matters must be dealt with by the Board:
agreeing personnel policies, other than minor or technical changes to existing policies which do not affect the underlying principles of the policies; and
changes to staffing levels or organisational structures that have an additional cost of £100,000 a year or more or where there is no budget provision unless in either case the change is incidental to a key decision taken by the Board.
5.3.3 The following matters must be dealt with by the Chief Executive or his
delegated officers in consultation with the Your Homes Newcastle’s Strategic HR Manager, who will consult with Newcastle City Council’s Head of Operational HR
authorising payments of honoraria that exceed £2,000 in the case of any one employee or in circumstances that are not covered by the policy guidelines.
reviewing and authorising changes to departmental structures and establishments where there is a cost of less than £100,000 in a financial year and there is budget provision.
determining applications from employees for their post to be re-graded.
authorising payments for employees in the case of early retirement, voluntary redundancy and redeployment.
authorising the creation of additional temporary posts for more than six months, where budget provision exists.
authorising requests for leave which are either not covered by a policy or which exceed the limits in the relevant policy.
paying compensation to employees for pain and suffering incurred by them as a result of assault and/or harassment and/or attacks by animals whilst undertaking their duties and responsibilities.
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5.4 Chief Executive and Management Team Responsibilities 5.4.1 The Chief Executive in conjunction with his/her Management Team is
responsible for:
taking action to secure the safety and welfare of employees and to take immediate action where in his/her opinion there is danger to life and limb.
developing, reviewing and monitoring personnel policy and standards.
establishing and maintaining effective consultation and negotiation arrangements with recognised trade unions.
developing, reviewing and monitoring employment policy in relation to equality of opportunity.
reviewing annually the amounts of compensation provided for in Newcastle City Council’s employment policies to make sure they remain at appropriate levels and in line with inflation.
approving the implementation of grades resulting from the job evaluation process.
approving changes to terms and conditions of employment where there is a cost of less than £100,000 in a financial year.
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6 Officers Areas of Responsibilities
6.1 Functions and responsibilities of the Chief Executive of Your Homes
Newcastle
The Chief Executive will have responsibility for all management, operational
and non-major decisions about the following functions and areas of responsibility. The Board has delegated to the Management Team the responsibility of jointly assuming the powers and duties of the Chief Executive in his/her absence.
6.1.1 Core Work Areas 1. Provide effective leadership across the organisation demonstrating sound
management style to ensure that the agreed management framework is consistently implemented and to provide advice, support and guidance to managers and others.
2. Manage, motivate, develop and communicate effectively with managers who
report directly. 3. Approve and join up business plans for the services provided making sure that
they are clearly aligned to and contribute to the achievement of Your Homes Newcastle’s vision, strategy and strategic objectives
4. Establish an achievement orientated and responsive performance culture by:
determining key management performance indicators and supplying appropriate, agreed information to the Board for monitoring;
monitoring and challenging performances;
reality checking;
celebrating successes; and
seeking feedback from service users and the community. 5. Contribute to the development of appropriate policy and strategy for Your
Homes Newcastle and when approved, be accountable for consistent and effective communications, implementation and monitoring of policy in all areas of the organisation.
6. Support Board members by:
providing advice;
ensuring effective implementation of decisions;
taking delegated decision within the policy, budgetary and legal framework;
supervising the preparation of documents for consideration by the Board; and
ensuring the provision of induction and training programmes for Board members.
7. Contribute directly and effectively to community working including providing
support and information to Panels, Committees and other forum linked to the
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work of Your Homes Newcastle. 8. Maximise opportunities and benefits arising from:
partnership and multi-agency working; and
additional funding from available and appropriate sources. 9. Manage and monitor financial resources in line with financial and audit
requirements. 10. Encourage new ideas and innovation designed to improve the standards of
services. 11. Maintain an efficient and prompt investigation of complaints in line with
policy and procedures. 12. Co-ordinate activities with Newcastle City Council, implementing policies,
programmes and initiatives as agreed between the Council and Your Homes Newcastle.
13. Consult with trade unions seeking to gain their active support and participation
in making Your Homes Newcastle successful. 14. Ensure equality of access and opportunity in service provision and personnel
practices. 15. Represent Your Homes Newcastle at external meetings and events. 6.1.2 Statutory Executive Functions
To ensure proper exercise of the functions of Newcastle City Council as the housing authority as delegated to Your Homes Newcastle under the Management Agreement, in particular:
provision and management of housing by the Council; and
public sector housing regeneration and maintenance. 6.1.3 Acting as Authorised/Proper Officer for the following matters The Chief Executive of Your Homes Newcastle is the appointed/proper Officer
for all purposes concerned with the local authority landlord function under the Housing Act 1985 in particular has delegated authority to authorise:
notices of seeking possession under s83 Housing Act 1985 (for secure tenancies) and s128 Housing Act 1996 (for introductory tenancies) and notices to quit for other tenancies and licenses of Council dwellings, garages, garage sites and other land and premises.
institution of possession proceedings for such properties and sites.
eviction proceedings in all such cases.
institution of possession proceedings against any persons in unlawful occupation of Council dwellings.
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6.1.4 Assisting in the drawing up of the following Policies that form part of the Council
The plans and strategies that comprise the Housing Investment Programme, Lettings Policy and other items within the Council Budget and Policy framework. 6.1.5 Legal proceedings by Your Homes Newcastle
The Chief Executive of Your Homes Newcastle is authorised to institute, defend or participate in any legal proceedings in any case where such action is necessary to give effect to decisions of the Board or in any case where the Chief Executive of Your Homes Newcastle considers that such action is necessary to protect the company’s interests.
6.1.6 Structure
The Chief Executive will determine and publicise a description of the overall departmental structure of Your Homes Newcastle showing the management
structure and deployment of Officers. The Chief Executive will report to the Board on the manner in which the discharge of Your Homes Newcastle’s functions is coordinated the number of officers required for the discharge of functions and the organisation of Officers.
6.2 Functions of the Company Secretary (a) Governance Arrangements. The Company Secretary is responsible for ensuring that governance
arrangements are robust and reflect current legislation and best practice and will maintain an up-to-date version of all current governance documents ensuring that they are widely available for consultation by members, staff and the public.
(b) Ensuring lawfulness and fairness of decision making
After consulting with the Chief Executive and Assistant Chief Executive and Director of Corporate Services the Company Secretary will report to the Board if he or she considers that any proposal, decision or omission would give rise to unlawfulness or if any decision or omission has given rise to maladministration. Such a report will have the effect of stopping the proposal or decision being implemented until the report has been considered.
(c) Standards of Conduct. The Company Secretary will contribute to the promotion and maintenance of
high standards of Board member conduct through the provisions and implementation of the Board Members Code of Conduct and also implement procedures to help Board members discharge their statutory duties especially in promoting the success of the company and avoiding conflicts of interest
(d) Receiving reports The Company Secretary will receive and act on reports concerning codes of
conduct and ethical standards in comparable organisations.
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(e) Conducting investigations The Company Secretary will conduct investigations into matters concerning
the Code of Conduct and make reports or recommendations in respect of them to the Board.
(f) Proper officer for access to information The Company Secretary will ensure that Board decisions, together with the
reasons for those decisions and relevant Officer reports and background papers are made publicly available as soon as possible. The Company Secretary also has responsibility for making all necessary disclosures on corporate governance and ensuring that all requisite types of information are made available in an appropriate format.
(g) Advising whether Board decisions are within the budget and policy
approved by Your Homes Newcastle The Company Secretary will advise whether decisions of the Board are in
accordance with the policies and budgets of Your Homes Newcastle and consistent with its Management Services Agreement with the Council.
(h) Providing advice The Company Secretary will develop a proactive relationship with Board
members and provide a source of information and advice and act as a primary point of contract. The Company Secretary will also provide advice on the scope of powers and authority to take decisions, maladministration, financial impropriety, probity and governance issues to all Board members.
(i) Governance consent
The Company Secretary shall advise the Board and the Council of any matters under consideration which appear to modify the application for consent made by the Council under s27 of the Housing Act 1985 and therefore must be subject to one month’s prior written notice to the Secretary of State before implementation.
(j) Restrictions on posts The Chief Executive cannot act as the Company Secretary.
6.3 Additional Functions (a) Ensuring lawfulness and financial prudence of decision making The Chief Executive, after consultation with the Directors and/or Company
Secretary, will report to the Board in relation to its functions, and Your Homes Newcastle’s external auditor if he/she considers that any proposal, decision or course of action will involve incurring unlawful expenditure, or is unlawful and is likely to cause a loss or deficiency or if Your Homes Newcastle is about to enter an item of account unlawfully.
(b) Administration of financial affairs The Chief Executive will have responsibility for the administration of the
financial affairs of Your Homes Newcastle. (c) Contributing to corporate management The Chief Executive, after consultation with the Directors and/or Company
Secretary, will contribute to the corporate management of Your Homes
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Newcastle, in particular through the provision of professional financial advice. (d) Providing advice
The Chief Executive, after consultation with the Directors and/or Company Secretary, will provide advice on the scope of powers and authority to take decisions, maladministration, financial impropriety, probity and budget and policy issues to all Board members and will support and advice Board members and officers in their respective roles.
(e) Give financial information The Chief Executive, after consultation with the Directors and/or Company
Secretary, will provide financial information to the media, members of the public and the community.
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7 Conflicts of Interest
This section outlines the acknowledgement of conflicts of interest within the organisation’s group structure.
7.1 Commitment All Group board members have a duty to act in the best interests of the organisation
and Board Members must not generally put themselves in a position where there is
a conflict between their personal interests and the duty they owe to the Group.
7.2 Management
All board members are expected to sign a declaration of interests which will be held
with the statutory books by the Company Secretary and are open for public
inspection.
They should inform the Company Secretary promptly of any change of
circumstances that affect their declaration of interests or affects information
supplied to Companies House to register them as a board member.
An annual review will be complete to ensure up to date records are held
7.3 Governance
Requirements for declarations of interest are covered in;
Articles 25, 26, 29 and 30 of the Your Homes Newcastle Articles of
Association
Article 16 and 17 of the Abri Trading Limited Articles of Association
Rule D14-23 of the Asfaleia Limited Rules
7.4 Subsidiary Conflicts
The articles of Abri Trading Limited pre-authorise the conflict arising due to a
director of the subsidiary being a YHN board member (article 17) and the directors
will be allowed to vote on any matter in which a conflict arises as a result of their
overlapping responsibilities to YHN and Abri Trading Limited, so long as the
directors have declared their interest in any matter to the other directors either at
the meeting where the matter is being discussed or in advance in writing (article
16).
Asfaleia Limited comprises of a majority independent board members. A conflict
arising due a director of the subsidiary being a YHN board member is pre-
authorised (Rule D22) .
The Chair will ensure there is always adequate YHN board members, who are not
directors of Abri Trading Limited or Asfaleia Limited, to be able to form a quorum at
the YHN board meetings. This is so there is always enough un-conflicted YHN
board members to form a quorum and authorise a transaction between the parent
and the subsidiaries where a conflict arises for those who are on both boards.
4
Page 38 of 71
8 Group Policies and Strategies
Governance
Financial Regulations
Code Of Conduct
Standing Orders
Succession Plan
Board member appraisal and
development programme
Board member allowances
Corporate
YHN Business Strategy
YHN Delivery Plan
Adaptations Service Policy
Anti-Bribery Policy
Asset Management Strategy
Corporate Procurement Strategy
Customer Insight Policy and Procedures
Environmental Sustainability Strategy
Equality and Diversity Strategy
Financial Inclusion Strategy
Finance Strategy
Freedom of Information Policy
Income Management Strategy
People Strategy
Repairs and Maintenance Strategy
Risk Management Strategy
Skills to Work Strategy
Tenancy Fraud Policy
Value for Money Strategy
Volunteer Policy
Whistleblowing Policy
Young Peoples Service Strategy
Page 39 of 71
4
Page 40 of 71
dated 2015
Your Homes Newcastle Limited
and
Asfaleia Limited
Intragroup Agreement
Trowers & Hamlins LLP
3 Bunhill Row
London
EC1Y 8YZ
t +44 (0)20 7423 8000
f +44 (0)20 7423 8001
www.trowers.com 1
draft 1 dated 4th August 2015
4
Page 41 of 71
THL.120592227.1 1 AOM.48658.14
Dated 2015
Between
1 Your Homes Newcastle Limited is a private limited company by guarantee incorporated
and registered in England and Wales with company number 5076256 whose registered
office is Civic Centre, Barras Bridge, Newcastle Upon Tyne, Tyne & Wear, NE1 8PR (the
Parent); and
2 Asfaleia Limited is a charitable registered society as defined in Section 1 of the Co-
operative and Community Benefit Societies Act 2014 with registration number [ ] whose
registered office is YHN House, Benton Park Road, Newcastle Upon Tyne, Tyne & Wear,
NE7 7LX (the Subsidiary)
Whereas:
(A) The Parent is a registered provider of social housing and is the head of the Group which
undertakes a range of housing management services as an arms length management
organisation (ALMO) on behalf of the Council. The Subsidiary is part of that group.
(B) It has been agreed between the Parent and the Subsidiary to enter into this deed in order
to clarify their respective rights and their obligations to each other.
Now this deed witnesses as follows:
1 Interpretation
1.1 In this deed where the context so admits:
1.1.1 The following words and phrases shall bear the following meanings:
Board shall be deemed to be a reference to the board members of the Parent or the
Subsidiary (as appropriate) having responsibility for the management of that body’s
business;
Competent Authority means any body with a statutory regulatory authority over any party
to this agreement, including but not limited to the Regulator and the Charity Commission;
Constitution means the constitutional documents of a party;
the Council means Newcastle City Council or any successor body thereto;
Group means the Your Homes Newcastle Group which comprises the Parent, the
Subsidiary and each other subsidiary or associate of the Parent from time to time within
the meaning of section 271 of the Housing and Regeneration Act 2008 and each shall be
a Group Member;
Group Chief Executive means the most senior executive officer of the Parent;
Group Policies means a policy or policies adopted by the Parent from time to time;
Regulator means the Homes and Communities Agency acting through the Regulation
Committee established by it pursuant to Part 2 of the Housing and Regeneration Act 2008
Page 42 of 71
THL.120592227.1 2 AOM.48658.14
or any similar future authority (including any statutory successor) carrying on substantially
the same regulatory or supervisory functions;
Service Agreement means an agreement setting out the terms upon which Services are
to be provided by one party to another in accordance with clause 9 in such form as is to be
agreed by the parties from time to time; and
Services means any services to be provided by one party to another pursuant to this deed
and any Service Agreement.
1.1.2 Words denoting the singular shall include the plural and vice versa, words denoting the
masculine gender shall include the feminine gender and vice versa and words denoting
persons shall include corporations;
1.1.3 Reference to any statutory provisions or instruments shall be deemed to include reference
to any such provisions or instruments as from time to time amended, varied, replaced,
extended or re-enacted and to any orders or regulations under such provisions;
1.1.4 Reference to a Clause or a Schedule shall be deemed to be references to a clause or a
schedule to this deed and references to a sub-clause shall be deemed to be references to
a sub-clause of the clause in which the reference appears;
1.2 In this deed clause headings are included for ease of reference only and shall not affect
this deed or the interpretation hereof.
2 Subsidiary board
The Subsidiary agrees that the Parent may at any time, at its complete discretion, appoint
or remove any member of the Subsidiary's Board. Such appointment or removal is made
by the Parent giving written notice to the Subsidiary at its registered office and shall be
effective from the date stated in the notice or in absence of such a statement, upon receipt
by the Subsidiary.
3 Covenants
The Subsidiary hereby covenants with the Parent in the terms set out in Schedule 1 to this
deed.
4 Variations
4.1 It is anticipated by the parties that pursuant to their overall aim and intention to co-operate
for the benefit of the Group as a whole, the provisions of this deed may from time to time
require amendment.
4.2 It is accordingly agreed between the parties that the Boards of Management of the Parent
and of the Subsidiary shall formally review the operation of this deed at three yearly
intervals. The Board of either organisation may thereupon propose to the other that a
variation be made to this deed, and in such event the parties hereto shall negotiate in
good faith with a view to reaching agreement upon the variation proposed.
4.3 In the event of a failure to agree any matter in dispute, this shall be considered pursuant to
the procedure set out in Clause 10.
4
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THL.120592227.1 3 AOM.48658.14
4.4 In the event of a variation being agreed the same shall be recorded in a supplemental
agreement under the seals of the parties.
5 Staff
5.1 Each party agrees that:
5.1.1 staff shall be employed from time to time by the Parent in accordance with any relevant
Group Policies or any policies adopted by the Subsidiary with the consent of the Parent;
5.1.2 service provision by the Parent shall be in accordance with the Service Agreement (if any)
entered into pursuant to clause 9 of this deed; and
5.1.3 it will comply with the terms of any intragroup secondment agreement or intragroup
employee services agreement to which it is a party from time to time.
5.2 The Parent shall employ such staff as it shall reasonably deem appropriate to provide the
Services and may vary the staffing levels as it shall reasonably deem necessary for the
performance of the Services. The Subsidiary may only employ staff with the prior consent
of the Parent.
5.3 The Group Chief Executive shall be appointed by and be accountable to the Parent's
Board but shall owe a duty of care to the Subsidiary.
5.4 All staff recruitment, management and remuneration shall be carried out in accordance
with relevant Group Policies or any policies adopted by the Subsidiary with the consent of
the Parent relating to human resources and the Parent shall have ultimate responsibility
for the management of all staff in the case of any conflict between the Parent and the
Subsidiary.
6 Responsibilities of the parties
6.1 It is agreed that each of the Parent and the Subsidiary should have responsibility for all
aspects of its business referred to as its responsibility as set out in Schedule 2 of this
deed.
6.2 It is further agreed that each party's Board should have the right to manage their
respective businesses in accordance with the objects set out in its Constitution (as
appropriate) and in its best interests, subject only to acting in accordance Group Policies,
the provisions of this deed, its business plan and the Group’s overall strategy set by the
Parent in accordance with the terms of this deed.
7 Group Policies
7.1 The Parent shall designate as Group Policies all such policies, standing orders and
financial regulations and standards as apply to the Subsidiary.
7.2 The Parent shall have the power to adopt such Group Policies from time to time as it shall
consider appropriate.
7.3 In adopting Group Policies the Parent shall bear in mind the need to ensure:
7.3.1 compliance with:
Page 44 of 71
THL.120592227.1 4 AOM.48658.14
(a) reasonable standards of financial and business probity;
(b) good practice in governance and risk assessment;
7.3.2 that the business of the Subsidiary is carried on in accordance with its Constitution,
and otherwise shall bear in mind such matters as the Parent shall from time to time
consider appropriate.
7.4 It is the intention of parties that Group Policies shall set the framework within which parties
operate and that Group Policies shall apply consistently to both parties.
8 Group business plans
8.1 The Parent shall by no later than [31 December] in each year deliver to the Subsidiary the
details of the Group’s business plan parameters and of the assumptions to be used by the
Subsidiary in preparation of its business plan and budget for the following year.
8.2 The Subsidiary shall deliver to the Parent its updated budget by [31 January] and updated
business plan by [31 March] (or such other later dates as may be agreed between the
parties) in the form approved by the Parent's Board and shall confirm to the Parent that
such business plan and budget meet any requirements set by the Parent from time to time
in relation to business plan and budget matters.
8.3 The Parent shall as soon as practicable after receipt of the updated business plan and
budget pursuant to clause 8.2 confirm to the Subsidiary whether it has any issues of
concern with such business plan and budget, and the Subsidiary shall make such
amendments to its updated business plan and budget as the Parent's Board may
reasonably require.
8.4 The Parent shall notify the Subsidiary of the reasons for raising issues of concern with its
draft business plan and budget and the Parent and the Subsidiary will endeavour to work
together to agree a revised business plan and budget for approval by the Parent's Board
as soon as possible. Until such issues are resolved the business plan and budget shall
not become the Subsidiary’s business plan and budget for the purposes of this deed and
the preceding year’s business plan and budget shall continue to have effect unless and
only to the extent that the parties agree otherwise.
8.5 The Subsidiary covenants to carry on its business in accordance with and only to enter
into commitments as envisaged by the business plan and budget or where any matter is
outside the business plan and budget with the consent of the Parent, which shall not be
unreasonably withheld.
9 Services
It is recognised that the Parent and the Subsidiary may require services from each other.
The parties agree that such services shall be provided to each other pursuant to a Service
Agreement.
4
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THL.120592227.1 5 AOM.48658.14
10 Resolution of disputes
10.1 It is the declared intention of the parties hereto that all matters of disagreement should be
resolved by negotiation and discussion between the parties and the party in disagreement
with the other will endeavour to apply the terms of this deed without the necessity for
recourse to the next following provisions of this clause.
10.2 In the event that there is any disagreement or dispute between the Parent and the
Subsidiary as to the operation of this deed, the parties agree that one member of the
Parent’s Board shall meet with the Chair of the Subsidiary with a view to resolving any
issues of concern.
10.3 Those persons present at the meetings envisaged by Clauses 10.1 and 10.2 shall
endeavour to resolve the dispute between the parties, but if the dispute shall not be
resolved the matter shall be referred to the next meeting of the Board of the Parent whose
decision shall be final and binding upon the parties
11 Notices
11.1 Any notice to be served on the Parent under the terms of this deed shall be in writing and
addressed to the Chief Executive of the Parent at the following address:
Civic Centre, Barras Bridge, Newcastle Upon Tyne, Tyne & Wear, NE1 8PR;
or to such other address as the Parent may from time to supply in writing to the
Subsidiary, and shall be deemed to be duly served:
11.1.1 on delivery, if delivered by hand and receipted for by the recipient;
11.1.2 48 hours after dispatch by recorded delivery.
11.2 Any notice to be served on the Subsidiary under the terms of this deed shall be in writing
and addressed to the Chair of the Subsidiary at the following address:
YHN House, Benton Park Road, Newcastle Upon Tyne, NE7 7LX
or to such other address as the Subsidiary may from time to supply in writing to the
Parent, and shall be deemed to be duly served:
11.2.1 on delivery, if delivered by hand and receipted for by the recipient;
11.2.2 48 hours after dispatch by recorded delivery.
11.3 A change of address under Clauses 11.1 or 11.2 must be duly notified in writing to the
other party or parties.
12 Jurisdiction
This deed shall be governed by English law and the Courts of England that have exclusive
jurisdiction to determine any dispute between the parties.
Page 46 of 71
THL.120592227.1 6 AOM.48658.14
13 Third parties
A person who is not a party to this deed shall have no rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.
In witness whereof this deed has been executed as a deed and is delivered and takes effect on the
date written at the beginning of it.
The common seal of YOUR HOMES )
NEWCASTLE LIMITED )
Was hereunto affixed in the presence of:
……………………………………
Authorised signatory:
……………………………………
Authorised signatory:
The common seal of ASFALEIA LIMITED )
Was hereunto affixed in the presence of: )1
……………………………………
Authorised signatory:
……………………………………
Authorised signatory:
4
Page 47 of 71
THL.120592227.1 7 AOM.48658.14
Schedule 1
Covenants by the Subsidiary
The Subsidiary will co-operate with the Parent as follows:
1 Complying with all requests and requirements of any Competent Authority.
2 Considering all reasonable advice and guidance provided by the Parent.
3 Implementing all its adopted strategic policies and all policies which the Parent has
adopted as Group Policies from time to time in accordance with clause 7.
4 Reporting to the Parent regularly upon its performance as the Parent shall from time to
time reasonably require.
5 Each year complying with and implementing the business plan, financial budgets, policies
and procedures which have annually been adopted by the Subsidiary with prior approval
from the Parent.
6 Preparing a business plan for approval by the Parent in accordance with clause 8.
7 Obtaining the prior approval of the Parent prior to incurring any expenditure outside the
scope of the agreed business plan.
8 Complying with directions from the Parent where the Subsidiary is failing to comply with
the Subsidiary’s approved business plan.
9 Only appointing bankers, auditors, advisers and consultants from a panel approved by the
Parent.
10 Complying with such other requirements from time to time as the Parent may consider
appropriate in order to ensure:
10.1 the good governance, financial viability and good reputation of the Group;
10.2 that the Group’s overall business plan is pursued most effectively;
10.3 the Parent's status as a registered provider of social housing is not jeopardised.
Page 48 of 71
THL.120592227.1 8 AOM.48658.14
Schedule 2
Group responsibilities
1 Parent
It is intended that the Parent will be responsible for carrying out certain functions around
the Group and will be responsible for providing certain services to the Subsidiary. These
include:
1.1 Strategic direction – including overall culture and values; business planning and budget
guidelines, setting and monitoring of core values and performance standards.
1.2 Approval of the Group’s overall budgets.
1.3 Regular review of governance arrangements with input from the Subsidiary.
1.4 Receipt of reports from the Audit Committee.
1.5 The approval and review of the Group’s Policies and standing orders and financial
regulations including the framework of delegation to staff.
1.6 Contractor role – in relation to services provided to the Subsidiary.
1.7 Personnel and recruitment functions.
1.8 Information technology.
1.9 Financial services.
1.10 Setting the borrowing and financial management framework.
1.11 Procurement of all external services to the Group.
1.12 Research.
1.13 New initiatives – where these involve significant use of resources, whether existing or new.
1.14 Setting the treasury management policies for the Group.
1.15 Arranging internal and external audit.
1.16 Doing all such actions as it may consider appropriate to encourage, ensure and promote
the financial and business viability of the Subsidiary and that all regulatory requirements
affecting the Group are complied with and that the Group’s overall reputation and good
standing is fully protected at all times.
1.17 Setting the health and safety framework for the Group.
1.18 Setting the risk management framework for the Group.
1.19 Setting policies and procedures in relation to human resources for the Group, including
setting levels of remuneration for staff across the Group.
4
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THL.120592227.1 9 AOM.48658.14
1.20 Monitoring key performance indicators.
1.21 Managing Group external communications.
1.22 Provision of company secretarial services.
1.23 Any other function that the Parent may from time to time designate as a function of the
Parent.
2 Subsidiary
The Subsidiary is responsible for the following functions:
2.1 Carrying out all acts necessary or desirable to ensure its business is carried out in
accordance with its Constitution and any requirements of any Competent Authority, and
that its overall business objectives are furthered in the manner that its Board considers
most appropriate subject only to the provisions of this deed.
2.2 Development of summary and detailed budgets (within guidelines), which will be subject to
the approval of the Parent.
2.3 Monitoring of performance standards.
2.4 Reporting to the Parent Board as required by the deed.
2.5 Ensuring that its business is operated in accordance with the objectives, goals and values
of the Group from time to time.
2.6 Taking action on internal and external audit findings.
2.7 Monitoring key performance indicators and reporting to the Parent.
2.8 Implementation of reports from the Audit Committee.
2.9 Any other function that the Parent may from time to time designate as a function of the
Subsidiary.
Page 50 of 71
dated 2015
Your Homes Newcastle Limited
and
Abri Trading Limted
Intragroup Agreement
Trowers & Hamlins LLP
3 Bunhill Row
London
EC1Y 8YZ
t +44 (0)20 7423 8000
f +44 (0)20 7423 8001
www.trowers.com 1
draft 1 dated 4th August 2015
4
Page 51 of 71
THL.120592260.1 1 AOM.48658.14
Intragroup Agreement
dated 2015
Parties
(1) Your Homes Newcastle Limited is a private limited company by guarantee incorporated
and registered in England and Wales with company number 5076256 whose registered
office is Civic Centre, Barras Bridge, Newcastle Upon Tyne, Tyne & Wear, NE1 8PR (the
Parent); and
(2) Abri Trading Limited is a company limited by shares incorporated and registered in
England and Wales with company registration number [ ] whose registered office is YHN
House, Benton Park Road, Newcastle Upon Tyne, Tyne & Wear, NE7 7LX (the
Subsidiary)
Whereas:
(A) The Parent is a registered provider of social housing and is the head of the Group which
undertakes a range of housing management services as an arms length management
organisation (ALMO) on behalf of the Council. The Subsidiary is part of that group.
(B) It has been agreed between the Parent and the Subsidiary to enter into this deed in order
to clarify their respective rights and their obligations to each other.
Now this deed witnesses as follows:
1 Interpretation
1.1 In this deed where the context so admits:
1.1.1 The following words and phrases shall bear the following meanings:
Board shall be deemed to be a reference to the board members of the Parent or the
Subsidiary (as appropriate) having responsibility for the management of that body’s
business;
Competent Authority means any body with a statutory regulatory authority over any party
to this deed, including but not limited to the Regulator;
the Council means Newcastle City Council or any successor body thereto;
Group means the Your Homes Newcastle Group which comprises the Parent, the
Subsidiary and each other subsidiary or associate of the Parent from time to time within
the meaning of section 271 of the Housing and Regeneration Act 2008 and each shall be
a Group Member;
Group Chief Executive means the most senior executive officer of the Parent;
Group Policies means a policy or policies adopted by the Parent from time to time;
Page 52 of 71
THL.120592260.1 2 AOM.48658.14
Regulator means the Homes and Communities Agency acting through the Regulation
Committee established by it pursuant to Part 2 of the Housing and Regeneration Act 2008
or any similar future authority (including any statutory successor) carrying on substantially
the same regulatory or supervisory functions;
Service Agreement means an agreement setting out the terms upon which Services are
to be provided by one party to another in accordance with clause 6 in such form as is to be
agreed by the parties from time to time; and
Services means any services to be provided by one party to another pursuant to this
Agreement and any Service Agreement.
1.1.2 Words denoting the singular shall include the plural and vice versa, words denoting the
masculine gender shall include the feminine gender and vice versa and words denoting
persons shall include corporations;
1.1.3 Reference to any statutory provisions or instruments shall be deemed to include reference
to any such provisions or instruments as from time to time amended, varied, replaced,
extended or re-enacted and to any orders or regulations under such provisions;
1.1.4 Reference to a Clause or a Schedule shall be deemed to be references to a clause or a
schedule to this deed and references to a sub-clause shall be deemed to be references to
a sub-clause of the clause in which the reference appears;
1.2 In this deed clause headings are included for ease of reference only and shall not affect
this deed or the interpretation hereof.
2 Subsidiary board
The Subsidiary agrees that the Parent may at any time, at its complete discretion, appoint
or remove any member of the Subsidiary's Board. Such appointment or removal is made
by the Parent giving written notice to the Subsidiary at its registered office and shall be
effective from the date stated in the notice or in absence of such a statement, upon receipt
by the Subsidiary.
3 Covenants
The Subsidiary hereby covenants with the Parent in the terms set out in the Schedule to
this deed.
4 Variations
4.1 It is anticipated by the parties that pursuant to their overall aim and intention to co-operate
for the benefit of the Group as a whole, the provisions of this deed may from time to time
require amendment.
4.2 It is accordingly agreed between the parties that the Boards of Management of the Parent
and of the Subsidiary shall formally review the operation of this deed at three yearly
intervals. The Board of either organisation may thereupon propose to the other that a
variation be made to this deed, and in such event the parties hereto shall negotiate in
good faith with a view to reaching agreement upon the variation proposed.
4
Page 53 of 71
THL.120592260.1 3 AOM.48658.14
4.3 In the event of a failure to agree any matter in dispute, this shall be considered pursuant to
the procedure set out in Clause 7.
4.4 In the event of a variation being agreed the same shall be recorded in a supplemental
agreement under the seals of the parties.
5 Staff
5.1 Each party agrees that:
5.1.1 staff shall be employed from time to time by the Parent in accordance with any relevant
Group Policies or any policies adopted by the Subsidiary with the consent of the Parent;
5.1.2 service provision by the Parent shall be in accordance with the Service Agreement (if any)
entered into pursuant to clause 6 of this deed; and
5.1.3 it will comply with the terms of any intragroup secondment agreement or intragroup
employee services agreement to which it is a party from time to time.
5.2 The Parent shall employ such staff as it shall reasonably deem appropriate to provide the
Services and may vary the staffing levels as it shall reasonably deem necessary for the
performance of the Services. The Subsidiary may only employ staff with the prior consent
of the Parent.
5.3 The Group Chief Executive shall be appointed by and be accountable to the Parent Board
but shall owe a duty of care to the Subsidiary.
5.4 All staff recruitment, management and remuneration shall be carried out in accordance
with relevant Group Policies or any policies adopted by the Subsidiary with the consent of
the Parent relating to human resources and the Parent shall have ultimate responsibility
for the management of all staff in the case of any conflict between the Parent and the
Subsidiary.
6 Services
It is recognised that the Parent and the Subsidiary may require services from each other.
The parties agree that such services shall be provided to each other pursuant to a Service
Agreement.
7 Resolution of disputes
7.1 It is the declared intention of the parties hereto that all matters of disagreement should be
resolved by negotiation and discussion between the parties and the party in disagreement
with the other will endeavour to apply the terms of this deed without the necessity for
recourse to the next following provisions of this clause.
7.2 In the event that there is any disagreement or dispute between the Parent and the
Subsidiary as to the operation of this deed, the parties agree that one member of the
Parent’s Board shall meet with the Chair of the Subsidiary with a view to resolving any
issues of concern.
7.3 Those persons present at the meetings envisaged by Clauses 7.1 and 7.2 shall endeavour
to resolve the dispute between the parties, but if the dispute shall not be resolved the
Page 54 of 71
THL.120592260.1 4 AOM.48658.14
matter shall be referred to the next meeting of the Board of the Parent whose decision
shall be final and binding upon the parties.
8 Notices
8.1 Any notice to be served on the Parent under the terms of this deed shall be in writing and
addressed to the Chief Executive of the Parent at the following address:
Civic Centre, Barras Bridge, Newcastle Upon Tyne, Tyne & Wear, NE1 8PR;
or to such other address as the Parent may from time to supply in writing to the
Subsidiary, and shall be deemed to be duly served:
8.1.1 on delivery, if delivered by hand and receipted for by the recipient;
8.1.2 48 hours after dispatch by recorded delivery.
8.2 Any notice to be served on the Subsidiary under the terms of this deed shall be in writing
and addressed to the Chair of the Subsidiary at the following address:
YHN House, Benton Park Road, Newcastle Upon Tyne, Tyne & Wear, NE7 7LX;
or to such other address as the Subsidiary may from time to supply in writing to the
Parent, and shall be deemed to be duly served:
8.2.1 on delivery, if delivered by hand and receipted for by the recipient;
8.2.2 48 hours after dispatch by recorded delivery.
8.3 A change of address under Clauses 8.1 or 8.2 must be duly notified in writing to the other
party or parties.
9 Jurisdiction
This deed shall be governed by English law and the Courts of England that have exclusive
jurisdiction to determine any dispute between the parties.
10 Third parties
A person who is not a party to this deed shall have no rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.
4
Page 55 of 71
THL.120592260.1 5 AOM.48658.14
In witness whereof this deed has been executed as a deed and is delivered and takes effect on the
date written at the beginning of it.
The common seal of )
YOUR HOMES NEWCASTLE LIMITED )
Was hereunto affixed in the presence of: )
Authorised signatory:
Authorised signatory:
Executed as a deed by )
ABRI TRADING LIMITED )
acting by a director and its )
secretary/two directors: )
Director:
Director/secretary
Page 56 of 71
THL.120592260.1 6 AOM.48658.14
Schedule
Covenants by the Subsidiary
The Subsidiary will co-operate with the Parent as follows:
1 Complying with all requests and requirements of any Competent Authority.
2 Considering all reasonable advice and guidance provided by the Parent.
3 Implementing all its adopted strategic policies and all policies which the Parent has
adopted as Group Policies from time to time.
4 Reporting to the Parent regularly upon its performance as the Parent shall from time to
time reasonably require.
5 Each year complying with and implementing the business plan, financial budgets, policies
and procedures which have annually been adopted by the Subsidiary with prior approval
from the Parent.
6 Preparing a business plan for approval by the Parent no later than 31 March each year
and incorporating any amendments requested by the Parent. The business plan shall be
in a form the Parent recommends for the Subsidiary.
7 Obtaining the prior approval of the Parent prior to incurring any expenditure outside the
scope of the agreed business plan.
8 Complying with directions from the Parent where the Subsidiary is failing to comply with
the Subsidiary’s approved business plan.
9 Only appointing bankers, auditors, advisers and consultants from a panel approved by the
Parent.
10 Complying with such other requirements from time to time as the Parent may consider
appropriate in order to ensure:
10.1 the good governance, financial viability and good reputation of the Group;
10.2 that the Group’s overall business plan is pursued most effectively;
10.3 the Parent's status as a registered provider of social housing is not jeopardised.
4
Page 57 of 71
YHN Board calender 2015-2016
2015
22 September & AGM
3 November
8 December
2016
2 February
15 March
10 May
21 June
2 August
20 September & AGM
1 November
13 December
4
Page 58 of 71
YH
N B
oard
Wo
rk Pro
gramm
e 2
01
5-16
Age
nd
a Item
Freq
16
/06/201
528/07/2015
22/09
/2015
03/11/201508/12/2015
02/02/201615/03/2016
10/05/201621/06/2016
02/08/201620/09/20
1601/11/2016
13/12/2016
AG
MA
GM
Finan
ce & P
erform
ance R
epo
rt incl cap
pro
gQ
trlyQ
1Q
2Q
3Q
4Q
1Q
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5 year p
lan &
Stress testing
An
nu
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Treasury &
Cash
flow
Up
date
An
nu
alX
An
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Ap
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Peo
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Plan
Up
date
An
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E&D
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Inco
me M
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date
An
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& Safe
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Board 28 July 2015 (5.00pm to 7.00pm)
Present: O Grant (Chair), P Dibbs, P Dutton, L Doherty, V Dunn, D Huddart, J McCarty, A Mirza, T Moore, J Purvis, J J Reid, N Shukla, P Scope, J Streather , L Stephenson, L Wilson
In attendance:
J Davison Company Secretary
N Scott Senior Director & Director of Tenancy Services
S Breslin Assistant Chief Executive & Director of Corporate Services
D Langhorne Director of Property Services
L Forrest Head of Finance
D Creighton Executive Assistant to the Chief Executive
A Allison Head of Income and Tenancy Management
H Garbutt Environmental Services
J Clifford Financial Controller
L Horsefield Head of Business Strategy
M Burn Head of Support & Care
S Clarke Employability Manager
E Whitaker Employability Team
Z Hubbard Employability Team
E Fair Newcastle Tenants and Residents Federation
L Scarff Tenant
C McMullen Newcastle City Council
390 WELCOME
The Chair welcomed everyone to the meeting at St James Park, the Board was being held in this venue as the annual tenant thank you event followed the meeting at 7pm, which was being held in the Centenary Suite.
The Chair asked all Board members to complete the Equalities and Diversity monitoring forms on the table and put them into the collection box at the end of the meeting. The Chair also invited all Board members to attend the Equalities and Diversity event on the 19th August which is being held at St James Park 1-4pm, with market stalls, workshops and a guest speaker, it is hoped will be an interesting day.
As a final reminder, the Chair asked all Board members to return their completed skills matrix sheets by the end of this week. Jill Davison will collate all the returns and look at the collective picture, this will then inform the learning and development plan. Individual Board member reviews are also being put into calendars, which will be an opportunity to discuss development
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needs with each Board members, as well as preferences for which committee or subsidiary board they think is the best fit.
The Chair also congratulated Neil Scott on his new position as Senior Director.
391 APOLOGIES
Apologies were received from D Down, M Talbot and E Snaith
392 DECLARATIONS OF INTERESTS
The following members declared an interest in items on the agenda;
O Grant, Chair – Item 5 Employability Task & Finish Group report as Chair of Newcastle Futures the Chair will leave the meeting and Nitin Shukla, Vice Chair will take the Chair.
393 DISSAGGREGATION AND GOVERNANCE UPDATE
Submitted: Report by the Assistant Chief Executive and Director of Corporate Services (previously circulated, copy attached to Official Minutes).
The Chair introduced the report which gave board members information of all the decisions made to date, it was agreed that this was useful and should be included in all reports to Board going forward. The Chair commented that an immense amount of work had been completed and thanked Sheila Breslin, Jill Davison and Lisa Forrest.
Sheila Breslin explained that two workstreams had been brought together in this report, the Governance and Financial viability standards review and Disaggregation. Section two of the report gave the background whilst section three provided an update on progress and decisions to be made.
Sheila Breslin talked through each of the different areas of work which had been undertaken by officers since the last meeting. It was emphasised that the new structure did not represent new activity for YHN, rather it was simply to ensure more tax efficient ways of working.
Lisa Forrest discussed in more detail section 3.1.8 of the report, noting that financial modelling had been completed on the new structure (as set out in appendix two) to ensure the financials met the list of criteria set out in the report. It was reported a few minor issues are still to be worked through but Lisa was satisfied that all activities meet all the rules.
Questions/comments
A Board member asked for clarification on the date for the new structure, this was confirmed as 1 October 2015. It was also queried whether the trading subsidiaries would have their own bank account. Lisa Forrest confirmed that it was not a legal requirement for the companies to have their own accounts, and officers would take a practical view if they are to share or have their own.
A Board member expressed the complexity of the disaggregation and requested clarity on the implementation plan. Lisa Forrest confirmed that, as set out in the report, the next steps were for Board members to receive all governance documents at the August meeting, along with a presentation regarding stress testing of the new financial model, with the remaining agreements regarding loans, assets and trade transfers and the Intragroup agreements being brought to the September meeting for final approval.
The Chair commented that the new structure was to ensure we are tax efficient
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and maximise what we do to create and generate revenue for the benefit of our customers. The individual board member reviews will be an opportunity to discuss Board members skills and interests and proposed membership of subsidiary boards and committees in the new structure.
A Board member questioned if the risk register was being updated with regard to the new structure. Sheila Breslin confirmed all the HRA related risks had been removed and this comment would be actioned with regard to the new companies. Paul Scope as vice chair of Audit committee commented that Audit would need to keep an eye on the risks associated with the new structure. The Chair noted that she had met with George Clark the independent chair of Audit Committee and agree more frequent reports to Board in the first year of the new structure.
RESOLVED that the Board AGREED;
1. to receive a training plan and appraisal documentation for board members to the September meeting
2. the recommendations for committees as set out in section 3.1.2
3. the recommendations of financial and performance reporting to Board as set out in section 3.1.3
4. the recommendations for the business to subsidiaries as set out in 3.1.4
5. the draft constitutions are used in the registration of the subsidiary companies
6. the new subsidiary names as recommended in 3.1.9
7. the remuneration for subsidiary board members as recommended in 3.1.10
Olivia Grant left the meeting and Nitin Shukla took the Chair
394 EMPLOYABILITY TASK & FINISH GROUP REPORT
Submitted: Report by the Assistant Chief Executive and Director of Corporate Services (previously circulated, copy attached to Official Minutes).
Nitin Shukla introduced the item as a member of the task and finish group he stressed the importance of taking stock of our current provision to ensure it is fit for purpose and to make recommendations for the future.
Sheila Breslin firstly introduced Stuart Clarke YHN Employability Manager to the Board.
The report condenses the work of the task and finish group who met on three occasions. The current core offer of the employability team was outlined along with the findings of further work completed which looked at evidence such as cost benefit analysis, demographics and large local employers and contractors. It was noted that if it were not for the group this evidence base would not have been gathered so it was a really useful exercise.
The findings highlighted areas such as; different wards and communities needing more focus, the benefit and social value of volunteering, need to work more closely with schools, need to work with big employers in the area especially the large companies who do a lot of business with the HRA, and the need for more publicity with tenants.
The specific recommendations were set out in section 2.3 of the report, along with further detail about Newcastle Futures.
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Sheila Breslin noted that feedback on the report from NCC had commented that the proposal for Newcastle Futures did not fix the long term, but this was not what it was intended to do, it was in response to the published IIA this year and was for Board to consider if they wanted to help this year whilst NCC underwent a review of their employability services. The decision of what the HRA is spent on is ultimately with NCC. Feedback from NCC finance was that whatever YHN recommended to NCC with regard to HRA spend would be considered in the light of the severe financial pressures both HRA and NCC are under. Any recommendation from the board to NCC would also be considered in the light of recent budget announcements by the Chancellor.
The task and finish group’s preferred option is the recommendation of option 3 and the support to Newcastle Futures.
Ammar Mirza, Chair of the Task and Finish Group commented that the organisation was more than just housing and giving opportunities and skills to people is critical in what should be offered to our customer in order to support them and make a positive impact in their lives and also a positive impact on the HRA. He thanked all involved in the group.
Questions/Comments
A Board member asked how many customers that Newcastle Futures helped were HRA tenants, as with housing benefit changes need to ensure we are helping over 25s and it is ring fenced to tenants. Sheila Breslin confirmed that the intention was that the support given to Newcastle Futures was to enable them to specially help HRA tenants over the age of 25. Stuart Clarke commented that currently Newcastle Futures do not ask customers their tenure, but going forward this will be actioned and reported on.
A Board member commented that jobs are most important need after housing need and the vast information that Sheila and Stuart provided was really interesting and very useful. The changes in the July budget are worrying and need to ensure we are doing all we can in the context and they supported the recommendation in option three and the help to Newcastle Futures, just need to ensure the work of YHN employability team is not duplicated by Newcastle Futures and there is clarity over roles and responsibilities. Checks should also be put in place to ensure the HRA support is only used to help support tenants.
A Board member questioned what was happening with construction jobs. Stuart Clarke confirmed that there is a big apprenticeship programme and as part of the procurement process tenders have to include training and employment targets.
A Board members commented that the fourth bullet point on page 19 regarding developing proposal for suppliers and contractors should begin with the social value act policy which Board have approved.
Board members offered their support to option three in the recommendations.
RESOLVED that the Board AGREED;
Option 3 - to recommend to NCC budget growth in the management fee to accommodate the additional initiatives proposed by the Task and Finish Group at an annual cost of £528,143. This would represent growth to the mainstream budgets of £240,772.
To recommend to NCC that £46,260 of HRA funding be used to support Newcastle Futures.
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Olivia Grant re-joined the meeting and took the Chair
395 QUARTER 1 PERFORMANCE & FINANCIAL POSITION
Submitted: Presentation (previously circulated on a supplemental agenda, copy attached to Official Minutes).
Neil Scott presented the quarter 1 performance and financial results. He noted that following the AGM, Board meeting dates will be aligned to the timetable for production of results which means that written reports will be received in advance of the meetings.
Questions/Comments
A Board member questioned the £740k of efficiencies confirmed and asked for clarity if these had actually been achieved. Lisa Forrest confirmed these had been achieved and removed from budgets.
A Board member commented that 11 new build homes was a good achievement as so many others are not increasing. Neil Scott commented that these figures did not include schemes which were on site at the moment such as Central Walker which will see 100 units completed next year.
A Board member questioned the void rent loss target in relation to the average re-let time for standard voids. Neil Scott commented that the biggest concern with voids is the lack of demand in specific areas and property types. Board have considered sustainability and potential to re-classify stock where there have been high levels of occupancy in the past. Currently three bedroom properties as well as two bedroom multi’s in the east and inner west have suffered a downturn as was the subject of the report to Board in June.
A Board member questioned what the re-let period was for a non-standard void. Neil Scott confirmed these were properties which required major works, and the average for all voids was currently approx. 49/50 days, he commented that these were not rare occasions and the repair costs for voids had an overspend of £1.2m.
A Board member commented that they were concerned with the turnover target not to exceed 9.2%, with regard to welfare reform and tenants who are under the age of 25 now being unable to get housing benefit, and asked how we are preparing. Neil Scott commented that work has started with the Wellbeing, Care and Learning team at NCC and some of the detail from the budget is set out in the Senior Director report, we will continue to work on the issues as more detail emerges.
The Chair commented that at the recent ALMO conference it was very clear that an important issue was understanding clients and their needs. Management team are already thinking about age and other issues such as the responsibility of people in the areas they live in.
RESOLVED that the Board;
noted the progress in the development of timely and accurate performance information
agree to receive the finance and performance information in presentation format until meetings are re-scheduled.
Agree to receive revised schedule of meeting dates at the next board meeting
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396 ANNUAL ACCOUNTS & FINANCIAL STATEMENTS
Submitted: Report by the Head of Finance (previously circulated, copy attached to Official Minutes).
The Chair introduced the report which presented the Directors’ Report, Strategic report and Financial statements for the year 2014/15.
Audit Committee have considered this report and made some recommendations regarding clarity over the number of leaseholders, which have now been amended in the report.
The Chair noted that as Directors of YHN they all had the following obligations,
To approve the letter of representation which gives an undertaking to the auditors that all relevant information has been disclosed to them by the Board
To make a going concern disclosure to show that YHN is a financially viable company, this will be reviewed at the September meeting to ensure we provide the most up to date information
Finally, we must accept that the financial statements give a true and fair view of the state of affairs of the company.
Lisa Forrest brought to the Board’s attention the disclosure of employee emoluments list on page 68 had been questioned as the chart appears we have more staff in the salary brackets than last year. The situation is that these figure figures include one off payments for example severance pay. An extra note is to be added prior to being presented to the member at the AGM. With regard to the balance sheet review discussed in section 5, the increase was £2.076m and not £2.76m.
RESOLVED that the Board agreed;
The Directors Report and Strategic Report;
The Financial Statements and notes to the Statements;
The Letter of Representation;
That the Directors’ Report, Strategic Report and Financial Statements and Letter of Representation are duly signed by the Chair and Company Secretary;
To delegate approval and signature of the assessment of going concern and liquidity risk to the Chair and Company Secretary and this is duly signed;
To receive for information the variations on the 2014-15 actual expenditure compared to the results for 2013-14.
397 MINUTES OF 16 JUNE 2015
RESOLVED that the Board;
Considered the minutes of the meeting held on 16 JUNE 2015 and approved them as a correct record, subject to the correction in the date of the meeting, these were duly signed by the Chair.
An update on the HCA grant bids to be circulated to all Board members.
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398 ITEM FOR INFORMATION
CHAIRS ITEMS
The Chair updated Board members on the annual Chartered Institute of Housing conference she recently attended in Manchester. NFS were exhibiting and won Best Small Stand, it was a really inviting stall set up like a pick and mix sweet stall and the team generated lots of new leads.
The Chair also reported attending the National Federation of ALMOs conference which also took place in Manchester. This was interesting to hear other perspectives and see the landscape across the country. The main messages were that ALMO’s needed to understand their customer in order to offer help and support.
The Chair referred to the SHEF assessment and that Board members would be asked to participate in the assessment during the assessors two day visit on 16 and 17 September. Jill Davison will send out further details.
The Chair reported last week was the final meeting of the NCC YHN Oversight Group. It was reported the meetings had improved relationships over the last 12 months and it was agreed to meet every six months and this was reflected in the Management Agreement.
The Chair reported that interviews were conducted last week for Independent Board member to replace Nitin Shukla in September, the candidates were both exceptional and the panel agreed to offer the position to Malcolm Page. The formal appointment will be made at the September meeting, along with the appointment of the Vice Chairs.
399 ITEM FOR INFORMATION
SENIOR DIRECTOR REPORT
Submitted: Report by the Senior Director (previously circulated, copy attached to Official Minutes).
Neil Scott presented the report which aimed to bring Board Members up to date with the Summer Budget proposals announced 8 July 2015. The brief overview gave some information regarding the key proposals potentially affecting the housing sector and impacting on YHN. Board will receive further information as proposals are further developed and more detail becomes known about implementation and impact. Any queries should be directed to Neil Scott. RESOLVED that the Board;
Received the report for information
400 ITEM FOR INFORMATION
MANAGEMENT AGREEMENT
Submitted: Report by the Director of Corporate Services and Assistant Chief Executive (previously circulated, copy attached to Official Minutes).
Sheila Breslin introduced the report which presented the draft management agreement which is currently under review with NCC legal, she added that the process has been very much a joint process and very collaborative. Any comments from Board members were requested to be sent direct to Sheila Breslin by the end of August.
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Questions
A Board member commented there was a lot of detail in the document and it may be useful to have a two hour session to talk through the technical terms in order to understand the document. ACTION: Jill Davison to look at suitable date.
The Chair commented that lots of work had been completed on getting to this point and thanked Sheila Breslin and Lisa Forrest.
RESOLVED that the Board;
Provide any comments on the draft Management Agreement to Sheila Breslin by 31 August; and
Jill Davison to arrange a briefing session for Board members.
401 RESOLVED – That the following items be received for information:
i) Universal Credit Update
ii) Equality & Diversity Update
iii) Delegated Decisions
iv) Petitions
v) Board Forward Plan 25 August & 22 September
vi) Committee Minutes
402 EXCLUSION OF PRESS AND PUBLIC
RESOLVED – That in accordance with the organisation’s Access to Information provisions, the press and public were excluded from the meeting during the consideration of all further agenda items.
………………………………………..
Mrs O Grant
Chairman
25 August 2015
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Board 25 Aug 2015
Senior Director’s Report
For Information
1. Introduction
1.1
This report aims to bring Board up to date with some of the activity that YHN has been involved with recently as well as with national developments that may be of interest to it. This report includes:
Inquiry into the viability and sustainability of housing associations
North East Review of housing
New measures to clamp down on illegal immigration.
2 Inquiry into the viability and sustainability of housing associations
2.1 The Communities and Local Government (CLG) Committee has announced an inquiry into the viability and sustainability of housing associations. This inquiry will look at the proposed extension of Right to Buy and how this and a number of other government measures may impact on the ability of housing associations to build and develop.
The Housing Bill, to be published later this year, will enable the extension of the Right to Buy to housing association tenants, giving them the ability to buy their homes at a discount.
2.2 Clive Betts MP, Chair of the Communities and Local Government Committee, said
"Providing people with a roof over their heads, and ensuring more homes are built, are central to our nation’s future. Uncertainty around the extension of the Right to Buy scheme, and issues arising from the impact of welfare reforms and from changes announced in the Budget, raise real questions about the future sustainability of housing associations. Our inquiry will examine the effect on housing associations, and particularly their ability to house their tenants and invest in building new homes, of government policies, including the extension of Right to Buy and the reduction in rental income announced in the Budget."
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2.3 The CLG Committee will be looking at evidence on the following points:
Proposals on the Right to Buy
the type and quality of housing stock covered by the extension;
the geographical distribution of housing association properties covered by the scheme;
what the effect on the availability of affordable homes will be, and whether any projections have been carried out;
the steps that could be taken to minimize the effect on the availability of social housing;
the ability of those eligible for the policy to buy their own homes and keep up mortgage repayments,
the availability of financial education for prospective buyers, including advice to prospective leaseholders about their responsibilities for paying for major works;
the approach of mortgage lenders to the scheme;
proposals for the replacement of the homes sold, including the proposal for funding replacement through the sale of council homes in high value areas;
lessons learned from the earlier experience of the Right to Buy, including the experience of Scotland.
Proposals in the Budget
what the effects will be on housing associations of the cap on rents;
what the effects will be on housing associations of changes in housing benefit for younger people;
what the effects will be on housing associations of other proposals in the Budget.
Welfare reform proposals
what the effects have been on housing associations of changes to the welfare system in the last Parliament; and
what the effects will be on housing associations of the proposed changes to the welfare system.
Other issues
the role of the Regulation Committee of the Homes and Communities Agency; and
the accounting consequences for the national debt of the government’s proposals.
The deadline for written evidence is Friday 28 August 2015.
2.4 Related to the outcome of this review is the recent announcement from the
Office for National Statistics (ONS). It has confirmed it will examine
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whether to reclassify housing associations as public bodies once the government has released details of its Right to Buy extension.
If the ONS decides on reclassification, housing association debt would be counted as public borrowing, pushing £60bn on to the government’s balance sheet.
3 North East Review of housing
3.1 A high-profile team of ‘commissioners’ will carry out a review of housing policy for the north of England it has been announced.
The Northern Housing Consortium (NHC) has launched its ‘Lyon’s Review for the North’ this week, with Tom Miskell, the former chief executive of Together Housing, chairing the review.
Eleven other commissioners, including peers Lord Richard Best, Baroness Margaret Eaton and Lord John Shipley, will consider evidence and produce a report by March 2016.
The commission’s terms of reference include inquiring into the specific challenges facing housing in the north, and developing overall objectives for housing investment in the region.
It will also consider the impact of public sector reforms – particularly in the context of the ongoing devolution agenda. It will be run through the All-Party Parliamentary Group (APPG) for Housing in the North, with the NHC acting as secretariat.
3.2 The commission will take evidence online through to October, before holding sessions in London and northern towns.
It aims to produce an interim report in February next year, and a final report in March.
When details of the process are known further information will be shared with Board about a YHN submission.
4 Measures to clamp down on immigration
4.1 The Government has just announced that Landlords will be expected to evict tenants who lose the right to live in England under new measures to clamp down on illegal immigration.
They will be able to end tenancies, sometimes without a court order, when asylum requests fail, ministers say.
Landlords will also be required to check a migrant's status in advance of agreeing a lease. Repeat offenders could face up to five years in prison.
Financial support for failed asylum seekers will also end under the plans.
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Some 10,000 currently continue to receive a taxpayer-funded allowance of £36 a week, despite their applications having been rejected, because they are living in the UK with their families.
Communities Secretary Greg Clark said the government would crack down on "rogue landlords who make money out of illegal immigration".
4.2 'Right to rent'
Under the proposals for landlords in England, the Home Office would issue a notice when an asylum application fails that confirms the tenant no longer has the right to rent property.
This will trigger a power for landlords to end the tenancy, without a court order in some circumstances. Landlords will also be required to carry out "right to rent" checks on each tenant's immigration status before allowing them to move in.
Repeatedly failing to do either would be a new offence carrying maximum penalties of five years' imprisonment or a fine.
A blacklist of "rogue" landlords and letting agents will allow councils to keep track of those who have been convicted of housing offences and ban them from renting out properties if they are repeat offenders.
Whilst this brings the private sector in line with restrictions placed on Social Landlords it does increase the risk of people disappearing altogether, unless they were immediately picked up by the police.
Ministers say the tightening of the demands on private landlords in England is simply the enactment of a manifesto promise to make them carry out the same checks as employers and that migrants need to know there is no right to work or rent a home if they are in the UK illegally.
It's not clear yet how the scheme will work or what impact it will have other than moving illegal immigrants from where they are living.
Contact Officer:
If you have any questions about this report that you would like clarifying before the
meeting, you can contact Diane Creighton, Executive Assistant to the Chief
Executive on 0191 278 8701 or [email protected]
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