Renewal and Succession Strategy for Non-Executive Board Members and Committee Members

Transcription

1 Renewal and Succession Strategy for Non-Executive Board Members and Committee Members Date Procedure Effective February 2017 From: Date Reviewed: Date of Next Review: February 2018 Version: Version 1 Page 1 of 9

2 Contents 1. Introduction Page 3 2. Context Page 3 3. Board /Committee Member Recruitment Page 4 4. Board /Committee Member Induction Page 5 5 Board/Committee Member Training and Development Page 5 6. Appraisal Page 6 7. Board Succession Planning Page 7 8. Conclusion Page 8 Appendices: Appendix 1: Role Profiles Appendix 2: Recruitment Policy for Non-Executive Board Members and Committee Members Appendix 3: Non-Executive Board and Committee Member Induction Process Appendix 4: Skills Matrix Appendix 5: Appraisal Process for Board Members and Committee Members Appendix 6: Group Chief Executive Appraisal Process Page 2 of 9

3 1. Introduction 1.1 Good governance is at the heart of any successful organisation and the foundation of good governance is a balanced, diverse and effective Board which leads and controls the organisation and ensures compliance with its legal requirements. Good governance is business-critical for registered providers (RPs) and it is of utmost importance to have the right people with the right skills who work together with the right team culture. 1.2 The Renewal and Succession Strategy for Non-Executive Board Members and Committee Members has been developed to provide a framework to ensure that the group fulfils its legal and regulatory requirements and clearly sets out the position on Board member renewal, succession and recruitment. Any reference to Board Member relates to any non-executive individual appointed to the Boards or Committees. 1.3 A separate document which will follow the principles identified in this Strategy will be developed which will be applicable to members of the Voice of the Customer and Leaseholder (VOCAL) Panel. 1.4 This Strategy will provide a framework to ensure the Board is effective in delivering our vision of we believe in a life without barriers. 1.5 The production of and adherence to this Strategy will ensure compliance with the National Housing Federation (NHF) Code of Governance 2015 (the Code), compliance with the Governance and Viability Standard and fulfil actions identified during the governance audit carried out in June The Remuneration and Nominations Committee has delegated authority to regularly review (at least annually) the Renewal and Succession Strategy for Non-Executive Board Members and Committee Members and whenever the group is about to undertake new activities or expose itself to new risks, recommend changes to the Board. 2. Context 2.1 Since the establishment of the group in 2015, there have been significant changes to the operating context of the social housing sector including regulatory changes, welfare policy changes and ongoing pressure and uncertainty from the broader economic climate. There have been significant issues impacting upon Social Housing; including: Revised regulatory framework Reduced public funding for social housing Welfare reform and housing policy Increased risk More complex finance and development activities Diversification away from just social housing and into more commercial activities Social housing rent reduction. Page 3 of 9

4 ONS re-classification of RP s and the subsequent de-regulation agenda reinforcing the need for good and effective governance 2.2 The group underwent an In Depth Assessment in 2015 and received a G2/V2 judgement from the Regulator. This judgement was reconfirmed following a stability check in October The group adopted the Code in February 2016, and that contains an explicit requirement referenced at D1 that Boards must have a strategy for their own renewal which is based on an agreed statement of the skills, qualifications and attributes required, and balances the need for experienced members with that for new thinking and independent challenge. 2.4 Board Members have both an individual and collective responsibility to ensure that they have the right skills to carry out their duties. 2.5 The environment for RPs requires a renewed focus to ensure finances are robust, and that governance is effective and able to understand and navigate the increased risk. It is therefore essential that the Board and Committees across the group are equipped and appropriately skilled to meet these challenges. 2.6 This Strategy sets out how the group will equip itself to deliver effective governance, through ensuring that Board members have the required skills to fulfil their roles. 3. Board and Committee Member Recruitment: 3.1. The Code requires that recruitment to Board vacancies must be open and transparent and based on the Board s considered view of the skills and attributes required to discharge its functions. The Board must select or appoint new members objectively on merit In November 2014, the group approved a Board Member Recruitment and Succession Policy. This has been reviewed to take into account the requirements of the Governance Code, changes to the Rules and the introduction of revised Terms of Reference to reflect the new governance structure To assist in identifying the most appropriate individuals for appointment to the Board and its committees, the group has recently approved the following: 1. Terms of Reference (within standing orders) 2. Role Profiles (attached as Appendix 1) 3.4. The Recruitment Policy for Non-Executive Board Members and Committee Members is attached to this Strategy as Appendix 2. The group will take the opportunity, as part of its regular effectiveness of governance arrangements reviews, to consider Executive Membership to ensure this remains appropriate and such a review will be undertaken in the event any Executive Board Member leaves the group s employment. Page 4 of 9

5 3.5. This Strategy and the supporting documentation has been carefully considered alongside the requirements of the Regulatory Framework (HCA April, 2015) to ensure compliance, particularly in terms of expectations in the Governance and Viability Standard around having an appropriately skilled Board to manage the affairs of the business and in ensuring the effectiveness of the group s governance arrangements. 4. Board Member and Committee Member Induction 4.1. The induction process should provide basic information on the role and responsibilities of the Board as well as tailored information for each individual Board member The group acknowledges the importance of supporting new Board members to settle into their new role and have developed the attached Board and Committee Member Induction Process (Appendix 3) to provide clarity in respect of Board members responsibilities and to equip new members with information to help them carry out their role efficiently and effectively. 5. Board Member and Committee Member Training and Development 5.1. A Training and Development Programme has been developed taking into account the training identified during the Board member appraisals which were undertaken in April 2016 and the subsequent skills matrix produced by Altair. Consideration has also been given to the skills required in line with the recently approved Board member role descriptions and Board and Committee terms of reference. Additionally, the development needs highlighted by the interview panel following the recent recruitment exercise to the Board and Operations Committee have contributed towards informing the skills matrix. Sitting behind this programme, each Board member has their own individual plan. The Remuneration and Nominations Committee will oversee and monitor progress against the Training and Development Programme The provisions within the Code (D8) in respect of learning and development state so they can discharge their duties all new Board members must receive a properly resourced induction, and ongoing learning and development during their tenure Every attempt will be made to make training as accessible as possible, however, failure to attend appropriate training and development sessions will be addressed in accordance with the Board Member/Committee Member agreement for services, Board Member/Committee Member Acceptance of Obligations Form and, where necessary, the Disciplinary Policy The group will encourage training both to develop personal skills and to broaden knowledge and understanding of all areas of the group s work and of the wider housing sector It is the individual responsibility of Board members to ensure that they update their skills and participate in the training provided and to take responsibility for their own personal development. Page 5 of 9

6 5.6. Where the Board/Committee/Member does not meet the skills profile, this will be addressed through training and through recruiting Board/Committee members with the relevant skills, or procuring specialist advice as required on relevant topics. Additionally, Provision D5 of the Code allows for the Board to appoint co-optees to serve the group on such terms as it resolves Guidance within the Code advises that learning and development activity should be based on an analysis of the needs of individuals and the Board as a whole to ensure that individuals remain up to date and continue to add value to the work of the Board The group s Training and Development Programme and training budget will be agreed annually to ensure that Board members receive the training they require to allow them to fulfil their roles and responsibilities. 6. Appraisal 6.1. The Code at D9 states that A full and rigorous appraisal process for the individual members of the Board and its Committees, including the Chairs, must be carried out at least every two years In early 2016, the group commissioned Altair to undertake a review of governance arrangements, the scope of which included the provision of support of an appraisal process for Board members. This work was intended to support the group as a newly formed organisation to develop good practice for the future as well as reflecting on the learning from the organisation s first year of operation. The approach adopted by Altair included: Collective Board appraisal (including observation of a group Audit Committee meeting) Skills Assessment and Individual Board Member appraisal Development Plan 6.3. It is intended that in future the individual Board member appraisal process will continue to be facilitated by consultants to ensure an independent objective view informs the renewal and skills planning process. Skills Assessment and Individual and Collective Board Member Appraisals: 6.4. A skills assessment was undertaken for each Board in This was used to develop a skills matrix and development plan for each Board as a whole. Individual Board member skills assessments and development plans were agreed as part of the individual appraisal process also undertaken by Altair As part of their work Altair developed the skills matrix, attached to this Strategy as Appendix 4, taking into account sector best practice, CDHG s corporate objectives and Board member role profiles and person specifications Board members self-assessed their skills against the skills matrix using the five-point scale below to identify the depth of their skills in each of the areas. Page 6 of 9

7 1 Needs significant development 2 Needs development 3 Meets requirements 4 Good 5 Outstanding 6.7. The individual skills assessments were combined and analysed to identify any gaps for each Board and in addition to feeding into the collective board development plans, will be used as an important tool for succession planning The skills matrix is a live document which will be reviewed annually in line with changes to corporate priorities, changes in the operating context of the organisation and changes in Board membership. Collective Board Appraisal: 6.9. A collective Board appraisal was undertaken for each of the four Boards across the group, in 2016 which was informed by three key activities: Document review which provided an insight into how each Board worked, the items they considered and the documentation which supported them. Board effectiveness survey which provided an opportunity for Board members to comment on their view of the Board. Observation by Altair of each of the Boards and the group Audit Committee in action Key outputs of the work included an overview of the strengths and areas for improvement of each Board, an analysis of the culture of each Board and areas for further development or exploration Altair used the information gathered to help inform the Governance Review report dated May 2016 and approved by the group in July The group will carry out individual Board and Committee member appraisals and a collective Board appraisal annually. Additionally, in accordance with good practice, a collective appraisal of the Audit Committee, Remuneration and Nominations Committee and the Operations Committee will be undertaken. The Appraisal Process is attached to this Strategy as Appendix 5. The Group Chief Executive Appraisal The Group Chief Executive will be appraised in both his capacity as an Executive Board Member and in his Executive role. Any other Executive Board Members will similarly be appraised in both their role as an Executive and in their role as an Executive Board Member. A copy of the revised Group Chief Executive Appraisal Process is attached as Appendix 6. Page 7 of 9

8 7. Board and Committee Succession Planning: 7.1. It is important to be proactive in looking ahead at future needs in terms of Board/Committee composition, skills and experience. The Code highlights the requirement to have a strategy that balances the need for experienced members with that for new thinking and independent challenge and also provides for review whenever the organisation is about to undertake new activities or become exposed to new risks The group will plan ahead, and on an annual basis, to develop the skills needs generally, and as part of the appraisal/recruitment process so that it Committees comprises of effective and skilled members who contribute to a properly governed organisation Succession planning is a way of ensuring that the group s Board/Committees remain effective and able to achieve high standards of governance. Planning ahead for succession is vital and it is essential to know when Board members are due to retire/be aware of terms of appointments including the maximum tenure which for non-executive Board members has been agreed at 9 years When considering terms of office, it should be noted that in accordance with Rule D12 time served on the Board of another Group Member or on the Board of any predecessor of the Association or another Group Member will be counted, save where the Board agree that circumstances exist where it would be in the best interest of the group for a Board Member to serve for a longer period. Any proposal to serve beyond 9 years will be the exception and require appropriate engagement with the Regulator before reaching a conclusion The group will be proactive in looking at its future needs in terms of Board/Committee composition, skills and experience planning and encouraging, where desirable, turnover in membership Wherever possible, Board members should notify the appropriate Chair of their intention to resign giving as much written notice as possible It is intended that the Operations Committee will be utilised as a means of developing potential Board members and members of this Committee will be encouraged and offered support to facilitate their development to enable them to be considered for a future role on the Board To assist the succession planning process, the group provides a mentoring programme for Board members The Recruitment Policy for Non-Executive Board Members and Committee Members will ensure that recruitment of individuals is targeted at those who have the required range of skills and experience necessary to discharge their duties effectively and will ensure future renewal continues to be based upon the activities, risks and needs of the group. Wherever possible the group will look to address areas of under-representation and inclusion in its recruitment. Page 8 of 9

9 7.10. With regard to succession of the Chair of the Board, the Vice-Chair will be offered the opportunity to Chair at least one Board meeting during the financial year With regard to succession of the Chair of the Committees, each Committee Vice-Chair will be offered the opportunity to Chair at least one Committee meeting during their one year appointment The Board is responsible for succession planning and has delegated the responsibility for making recommendations to it around such planning to the Remuneration and Nominations Committee 8. Conclusion 8.1. This Renewal and Succession Strategy will enable the group to attract and retain the best talent, with the right skills, knowledge and experience to help deliver the organisations strategic aims and objectives. The Strategy will be reviewed at least annually to ensure it continues to be based upon the activities, risks and needs of the group It is the responsibility of the Board to approve any changes to the Renewal and Succession Strategy following recommendations from the Remuneration and Nominations Committee In accordance with best practice, this Strategy will be published on the organisation s website. Page 9 of 9

10 County Durham Housing Group Role Profile Parent Board Chair Job details Job title: Chair of the Parent Board Reporting relationship: The Chair will consult regularly with Board Members, Chairs to Committees, the Chief Executive and the Executive Team. Responsible to: The Board Remuneration: 14,001 per annum Hours: Those necessary to fulfil the role but as a guidance approximately 5-6 days per month Purpose The Chair will provide leadership to County Durham Housing Group s (CDHG) Board, subsidiaries and Committees. The post-holder will play a pivotal role in steering and directing CDHG to achieve its corporate objectives in line with the group s values, vision and mission, in conjunction with members of the Board. They will lead on ensuring good governance, financial viability and compliance with the appropriate regulatory and legal frameworks. The Chair will also be an inspirational leader of the organisation and play a crucial role in the wider leadership team. They will develop, cultivate and maintain effective working relationships with a variety of stakeholders and act as an ambassador, promoting CDHG to key partners, stakeholders and the wider external environment. Key Responsibilities The Chair of the Parent Board has the following key responsibilities: Provide visionary leadership and ensure clarity of strategic direction to the Parent Board and CDHG Ensure the group complies with its governing documents, its chosen Code of Governance, Code of Conduct, legal and regulatory requirements Make sure all Board Members are given the platform and opportunity to communicate their views Provide advice, challenge and support to the Chief Executive and Executive Team in a constructive manner and ensure that the Board as a collective act in partnership with the Executive 1

11 Ensure the board regularly reviews and monitors performance in relation to strategies, plans, budgets, controls and decisions Through the Board, Committees and Executive Team, ensure that CDHG has appropriate controls and systems of risk management, which are robust and defensible Ensure the customer voice is heard and influences decision-making Lead CDHG s approach to exemplary governance, using board appraisal, remuneration, and succession planning to secure effective board membership Lead on the appraisal process and ensure that appropriate arrangements are in place for the collective and individual appraisal of Board Members. If required, also participate in appropriate appraisal systems for the Chief Executive Appoint a chief executive, in a timely and orderly fashion and, if necessary, dismiss the Chief Executive and other Directors following appropriate procedures Through the Remuneration Committee ensure that the Board makes proper arrangements to appraise the performance of the Chief Executive, and determine the remuneration of the Chief Executive and other senior staff When required, ensure the Board seeks professional advice from senior staff and external sources Report any concerns to the appropriate external agencies Ensure the Board agrees and appoints the role of the Vice Chair Make decisions delegated to the Chair Uphold the highest standards of integrity and probity 2

12 County Durham Housing Group Person Specification Parent Board Chair Person Specification Is able to lead and steer CDHG s Board and future business direction Competencies through its Committees and Executive Is able to work well within a team setting to deliver strategic objectives Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able to responsibly and effectively represent the organisation, establishing a brand identity and promoting its services Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity Ensures that risks are identified and managed effectively Is able to quickly and successfully respond to changing internal and external circumstances Has the ability, willingness and capacity to quickly familiarise themselves with the housing sector Is eager to challenge and question, and unafraid to probe deeply and be a sole voice Possesses the capacity to engage with stakeholders enthusiastically, confidently and effectively in an ambassadorial role Area Experience Requirements An experienced Chair and Non-Executive Board Director Substantial experience of governance within a complex organisation Experience of providing direction and strategic leadership to staff in a formal or informal setting with a track record of contributing to a positive 3

13 company culture Experience of working effectively with a range of stakeholders across the public and/or commercial sectors Senior-level experience of customer service delivery and improvement Experience of operating at a senior level within organisations, ideally those comparable in size and complexity to CDHG Experience of financial strategy and management, risk and internal control systems at a senior level Senior level experience of controlling assets and regulatory compliance Experience of delivering policy and/or strategy at a senior level, identifying under-performing areas and providing challenge to proposed improvement strategies Knowledge Excellent knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Demonstrable knowledge of commercial business practices Has financial awareness and is able to understand and evaluate budgets, business plans and annual accounts, and be satisfied as to the integrity of the financial information therein Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Strategic understanding of the role of information technology (IT) in business improvement Knowledge of and skills in a subject area which benefits the board. This could include: financial, treasury management, IT, HR, legal, housing, business transformation, development or governance Eligibility Must be 18 or over CDHG is an exempt charity and community benefit society. Applicants must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG The Chair must dedicate sufficient time and commitment to fulfil the role 4

14 County Durham Housing Group Role Profile Parent Board Vice Chair Job details Job title: Vice Chair of the Parent Board Reporting relationship: The Vice Chair will consult regularly with the Chair of the Parent Board, Board Members, Chairs to Committees, the Chief Executive and the Executive Team. Responsible to: The Board Remuneration: 10,713 per annum Hours: Those necessary to fulfil the role but as a guidance approximately 5 days per month. Purpose To deputise for the Chair and in his/her absence to fulfil the duties of the Chair, particularly to chair the Board and General meetings. The Vice Chair will also support the Parent Board Chair and other Board Members by acting as a sounding board for the Chair and by serving as an intermediary for the other directors where necessary. Key Responsibilities 1

15 The Vice Chair of the Parent Board has the following key responsibilities: Act as a sounding board for the Chair on Board related matters Provide advice, counsel, challenge and support to the Parent Board Chair, within an effective working relationship To be available to Board Members if they have issues or concerns which contact through the usual channels of Chair or Chief Executive has failed to resolve or in circumstances where such contact is viewed as inappropriate Act as an intermediary for Board Members where this is required to help them to challenge and contribute effectively Develop and preserve effective working relationships with a range of stakeholders and act as an ambassador for CDHG in influencing key partners and stakeholders Serve as a conduit for ensuring that the customer voice is heard in Parent Board decisionmaking, liaising where appropriate with VOCAL and Operations Committee Make decisions delegated to the Chair and fulfil the duties of Chair in their absence, such as providing leadership and ensure clarity of strategic direction to the Board and supplying advice, challenge and support to the Chief Executive and Executive Team Lead on the conduct of the Chair's annual appraisal within the agreed framework 2

16 County Durham Housing Group Person Specification Parent Board Vice Chair Person Specification Competencies Is able to lead and steer CDHG s Board and future business direction through its Committees and Executive Is able to work well within a team setting to deliver strategic objectives Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able to responsibly and effectively represent the organisation, establishing a brand identity and promoting its services Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity Ensures that risks are identified and managed effectively Is able to quickly and successfully respond to changing internal and external circumstances Has the ability, willingness and capacity to quickly familiarise themselves with the housing sector Is eager to challenge and question, and unafraid to probe deeply and be a sole voice Possesses the capacity to engage with stakeholders enthusiastically, confidently and effectively in an ambassadorial role Area Experience Requirements An experienced Chair and Non-Executive Board Director Substantial experience of governance within a complex organisation Experience of providing direction and strategic leadership to staff in a formal or informal setting with a track record of contributing to a positive 3

17 company culture Experience of working effectively with a range of stakeholders across the public and/or commercial sectors Senior-level experience of customer service delivery and improvement Experience of operating at a senior level within organisations, ideally those comparable in size and complexity to CDHG Experience of financial strategy and management, risk and internal control systems at a Senior level Senior level experience of controlling assets and regulatory compliance Experience of delivering policy and/or strategy at a Senior level, identifying under-performing areas and providing challenge to proposed improvement strategies Knowledge Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Excellent knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Sound knowledge of commercial business practices Has financial awareness and is able to understand and evaluate budgets, business plans and annual accounts, and be satisfied as to the integrity of the financial information therein Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Strategic understanding of the role of information technology (IT) in business improvement Knowledge of and skills in a subject area which benefits the board. This could include: financial, treasury management, IT, HR, legal, housing, business transformation, development or governance Eligibility Must be 18 or over CDHG is an exempt charity and community benefit society. Applicants must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG The Vice Chair / SID must dedicate sufficient time and commitment to fulfil the role 4

18 County Durham Housing Group Role Profile Parent Board Member Job details Job title: Parent Board Member Reporting relationship: The Parent Board Member will attend and participate at Board meetings having prepared fully. Responsible to: The Board Remuneration: 5,001 per annum Hours: Those necessary to fulfil the role but as a guidance approximately 4 days per month Purpose The overall purpose of the County Durham Housing Group (CDHG) Board Member role is to contribute experience, insight and expertise to steer and direct CDHG to achieve its corporate objectives in line with the group s values, vision and mission. They will support the Chair and the rest of the Board in ensuring good governance, financial viability and compliance with the appropriate regulatory and legal frameworks. Key Responsibilities 1

19 CDHG Board Member has the following key responsibilities: To work with the Board, Committees and Executive Team to define CDHG s vision and mission, and determine the group s strategic objectives and ensure that these are upheld and realised Identify and regularly review the individual and combined material risks faced by the group, and make plans and strategies to mitigate and manage them effectively To drive and approve the group annual report, corporate plan and business plan, providing constructive challenge to ensure the effectiveness of these plans To approve the budgets for both revenue and capital expenditure, funding strategy and treasury strategy that support the achievement of the corporate plan and business plan Determine any changes to the group s overall corporate structure, management and control Ensure the effective, efficient and economical operation of the group by providing oversight, direction and constructive challenge to the group s Executive Team and the group as a whole, particularly concerning its approach to value for money and business efficiency so as to maintain long-term viability and sustainability of the CDHG and its assets To work with other Parent Board Members to scrutinise and review performance and customer satisfaction, receiving reports and advice from the Committees and VOCAL when appropriate Establish, oversee and regularly review (at least annually) a framework of delegation with systems of internal control Ensure full compliance with statutory and legal requirements Ensure excellent governance and performance through regular formal and rigorous review of Committees, the Board and individual performance When appropriate, participate in the appointment of the Group Chief Executive, other Board Members, Committee Members and other senior staff Regularly review and monitor performance of strategies, plans, budgets and controls Review, scrutinise and approve the group s policies and delegate the regular review and updating of these policies to Committees where appropriate Participate in Board inductions, training and evaluation as identified by the Parent Board Chair To promote CDHG internally and externally, establishing constructive, high-quality relationships, with current and potential customers, partners and stakeholders Uphold the highest standards of integrity and probity Make an active contribution to discussions and debates 2

20 County Durham Housing Group Person Specification Parent Board Member Person Specification Competencies Is able to work well within a team setting to deliver strategic objectives Can communicate effectively, not just in board meetings, but with a variety of stakeholder groups to establish strong and productive working relationships Is able to responsibly and effectively represent the organisation, establishing a brand identity and promoting its services Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity Is able to quickly and successfully respond to changing internal and external circumstances Ensures that risks are identified and managed effectively Has the ability, willingness and capacity to quickly familiarise themselves with the housing sector Is eager to challenge and question, and unafraid to probe deeply and be a sole voice Area Experience Requirements Significant prior experience in a non-executive capacity with demonstrable board member capabilities Experience of providing direction and strategic leadership to staff in a formal or informal setting with a track record of contributing to a positive company culture Experience of working effectively with a range of stakeholders across the public and/or commercial sectors Senior-level experience of customer service delivery and improvement Experience of operating at a senior level within organisations, ideally those comparable in size and complexity to CDHG Experience of financial strategy and management, risk and internal control systems at a Senior level 3

21 Senior level experience of controlling assets and regulatory compliance Experience of delivering policy and/or strategy at a Senior level, identifying under-performing areas and providing challenge to proposed improvement strategies Knowledge Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Sound knowledge of commercial business practices Has financial awareness and is able to understand and evaluate budgets, business plans and annual accounts, and be satisfied as to the integrity of the financial information therein Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Strategic understanding of the role of information technology (IT) in business improvement Knowledge of and skills in a subject area which benefits the board. This could include: financial, treasury management, IT, HR, legal, housing, business transformation, development or governance Eligibility Must be 18 or over CDHG is an exempt charity and community benefit society. Applicants must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Board Members must dedicate sufficient time and commitment to fulfil the role 4

22 County Durham Housing Group Role Profile Audit Committee Chair Job details Job title: Audit Committee Chair Reporting relationship: The Chair of the Audit Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board. Responsible to: The Parent Board Remuneration: 6,822 per annum Hours Those necessary to fulfil the role, but as a guidance approximately 2-3 days per month Purpose The Audit Committee Chair will lead the work of the Audit Committee and oversee the internal and external audit functions of Country Durham Housing Group (CDHG). The Chair will provide expert knowledge to provide assurance on the effectiveness of CDHG s internal controls frameworks. The Chair will provide leadership to the Audit Committee, ensuring meetings are effectively chaired and will collaborate and co-operate with the Parent Board Chair and other Committee Chairs to help provide leadership to the Parent Board. 1

23 The CDHG Audit Committee Chair has the following key responsibilities: To effectively chair the Audit Committee, ensuring the Committee adheres to its Terms of Reference such as agreeing the annual audit programme, reviewing the annual financial statements and overseeing the arrangements for internal control To plan and manage Audit Committee meetings effectively, ensuring that all necessary business is covered To encourage participation of all Committee Members, ensuring they are given the platform and opportunity to communicate their views Within the agreed performance framework, appraise the performance of individual members of the committee in accordance with the Parent Board s policy Ensure training needs are identified and addressed and provide feedback to the Parent Board Chair on the effectiveness of the Committee and performance of its members Maintain contact with Committee Members to ensure that their issues and concerns are fully considered when setting agendas To ensure that any areas of significant concern raised at Committee meetings or by members of the Committee are reported to the Parent Board Chair Oversee the appointment (and reappointment) of the group s external and internal auditors, ensuring that they are appropriately qualified and independent Oversee the financial reporting, risk management, audit and internal governance arrangements of CDHG To guide the Committee in the approval of the annual report and accounts To scrutinise and receive assurance on CDHG s annual statement of compliance with the Governance and Viability Standard and Code of Governance To maintain strong oversight on statutory requirements, financial regulations, accounting standards and regulatory requirements and assess the impact of any changes on the CDHG s accounting policies and practices To ensure that the Committee considers Value for Money in its approach Report any audit related failures or concerns to the Parent Board Chair Safeguarding the good name and reputation of CDHG in relation to its activities 2

24 County Durham Housing Group Person Specification Audit Committee Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Is able to effectively work as part of a team to deliver strategic objectives Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically, evaluating reports to reach unbiased, logical conclusions Able to achieve results and focused on and able to reconcile/tolerate tensions between business needs and social purpose Is able to quickly and successfully respond to changing internal and external circumstances Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others Area Experience Requirements An experienced Chair and Non-Executive Board Director Experience of chairing high level meetings to achieve effective outcomes Experience of governance within a complex organisation Audit and/or accounting qualification/experience Significant experience of scrutinising financial information and 3

25 processes Experience of significantly contributing to the strategic direction of a complex organisation with multiple stakeholders Significant experience of critically assessing reports, audit outcomes and policy relating to corporate governance, internal controls and risk and recommending courses of action to address issues and concerns Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates A broad based understanding of financial issues involved in complex investment decisions A good understanding of the role of Audit Committee Significant knowledge of strategic financial management and corporate governance, internal control and compliance standards, preferably in a regulated environment Good understanding of the roles of Internal and External Audit Knowledge of formal risk management frameworks Knowledge of best practice in audit and corporate governance Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

26 County Durham Housing Group Role Profile Audit Committee Vice Chair Job details Job title: Audit Committee Vice Chair Reporting relationship: In the absence of the Chair, the Vice Chair of the Audit Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board. Responsible to: Parent Board Remuneration: 5,001 per annum Hours Those necessary to fulfil the role, but as a guidance approximately 2 days per month Purpose The Audit Committee Vice Chair will deputise for the Committee Chair and in his/her absence to fulfil the duties of the Chair, particularly to chair the Committee meetings. The Vice Chair will support the work of the Audit Committee and oversee the internal and external audit functions of Country Durham Housing Group (CDHG). The Vice Chair will provide specialist knowledge to provide assurance on the effectiveness of CDHG s internal controls frameworks. Key Responsibilities 1

27 The CDHG Audit Committee Vice Chair has the following key responsibilities: Deputise for the Chair as and when required, performing key roles such as ensuring the Committee adheres to its Terms of Reference, planning and managing Audit Committee meetings effectively and actively encouraging participation of all Committee Members Meet or speak with the Audit Committee Chair regularly and act as a sounding board Support and enable an effective working partnership between the Committee and Executive Team To adhere to the scheme of delegations established by the Parent Board for the Audit Committee and make decisions that reflect the best interests of CDHG Contribute specialist knowledge on audit and finance to support and guide decision-making To promote CDHG internally and externally, establishing constructive, high-quality relationships with current and potential partners and stakeholders Safeguarding the good name and reputation of CDHG in relation to its activities To perform other duties as delegated by the Audit Committee Chair 2

28 County Durham Housing Group Person Specification Audit Committee Vice Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Is able to effectively work as part of a team to deliver strategic objectives Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically, evaluating reports to reach unbiased, logical conclusions Able to achieve results and focused on and able to reconcile/tolerate tensions between business needs and social purpose Is able to quickly and successfully respond to changing internal and external circumstances Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and confidence in challenging others Area Experience Requirements An experienced Non-Executive Board Director Experience of chairing high level meetings to achieve effective outcomes Experience of governance within a complex organisation Audit and/or accounting qualification/experience Significant experience of scrutinising financial information and 3

29 processes Experience of significantly contributing to the strategic direction of a complex organisation with multiple stakeholders Significant experience of critically assessing reports, audit outcomes and policy relating to corporate governance, internal controls and risk and recommending courses of action to address issues and concerns Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates A broad based understanding of financial issues involved in complex investment decisions A good understanding of the role of Audit Committee Significant knowledge of strategic financial management and corporate governance, internal control and compliance standards, preferably in a regulated environment Good understanding of the roles of Internal and External Audit Knowledge of formal risk management frameworks Knowledge of best practice in audit and corporate governance Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

30 County Durham Housing Group Role Profile Audit Committee Member Job details Job title: Audit Committee Member Reporting relationship: The Audit Committee Member will report to the Parent Board through the Audit Committee Chair. Responsible to: The Chair of the Audit Committee and Parent Board Remuneration: 5,001 per annum Hours: Those necessary to fulfil the role, but as a guidance approximately 1-2 days per month Purpose To support the work of the Audit Committee and oversee the internal and external audit functions of Country Durham Housing Group (CDHG). The committee member will provide specialist knowledge to provide assurance on the effectiveness of CDHG s internal controls frameworks. Key Responsibilities 1

31 A CDHG Audit Committee member has the following key responsibilities: Contribute to the establishment of the committee s objectives within the context of the Audit Committee s responsibilities as set out within the Terms of Reference To adhere to the scheme of delegations established by the Parent Board and make decisions that reflect the best interests of CDHG Contribute specialist knowledge on audit and/or finance to support and guide decisionmaking To assist in the appointment (and reappointment) of the group s external and internal auditors To review reports and recommendations from the scrutiny undertaken by the internal and external auditors and consider the findings and the management response to any recommendations To review the group s annual report and accounts prepared by the external auditors To review the annual audit programme To assess the internal control arrangements and the risk management framework To scrutinise CDHG s annual statement of compliance with the Governance and Viability Standard and Code of Governance To maintain a focus on statutory requirements, financial regulations, accounting standards and regulatory requirements and assess the impact of any changes on the CDHG s accounting policies and practices To review CDHG s annual Value for Money statement To consider the group s policies (relevant to the Committee) ensuring that they comply with good practice To review reports and registers, including the reports on whistleblowing, fraud and statutory compliance breaches To maintain oversight over the group s overall assurance activities, ensuring that they are fit for purpose To undertake training as identified during the appraisal process Safeguarding the good name and reputation of CDHG in relation to its activities 2

32 County Durham Housing Group Person Specification Audit Committee Member Person Specification Competencies Is able to work well within a team setting to deliver the strategic objectives Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically, evaluating reports to reach unbiased, logical conclusions Able to achieve results and focused on and able to reconcile/tolerate tensions between business needs and social purpose Is able to quickly and successfully respond to changing internal and external circumstances Can communicate effectively, not just in committee meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and confidence in challenging others Area Experience Requirements A professional finance qualification or significant experience in audit and/or finance Experience of scrutinising financial information and processes Experience of critically assessing reports, audit outcomes and policy relating to corporate governance, internal controls and risk and recommending courses of action to address issues and concerns Experience of contributing to the strategic direction of a complex organisation with multiple stakeholders Experience of adhering to the principles of equal opportunities and diversity throughout an organisation 3

33 Knowledge Understanding of the role of Audit Committee Knowledge of strategic financial management and corporate governance, internal control and compliance standards, preferably in a regulated environment Knowledge and understanding of the social housing sector Good understanding of the roles of Internal and External Audit Knowledge of formal risk management frameworks Knowledge of best practice in audit and corporate governance Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

34 County Durham Housing Group Role Profile Remuneration and Nominations Committee Chair Job details Job title: Remuneration and Nominations Committee Chair Reporting relationship: The Chair of the Remuneration and Nominations Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board. Responsible to: Parent Board Remuneration: 6,822 per annum Hours: Those necessary to fulfil the role, but as a guidance approximately 5-6 days per annum. Purpose The Remuneration and Nominations Committee Chair will lead the work of the Remuneration and Nominations Committee and advise the Parent Board on matters related to the Parent Board s remuneration and nominations functions. The Committee Chair will provide expert knowledge in reward management/executive pay to make recommendations to the Board on remuneration and the appointment of members to the Parent Board and Committees. The Chair will provide leadership to the Committee, ensuring meetings are effectively chaired and will collaborate and co-operate with the Parent Board Chair and other Committee Chairs to help provide leadership to the Board. Key Responsibilities 1

35 The CDHG Remuneration and Nominations Committee Chair will have the following key responsibilities: To effectively chair the Remuneration and Nominations Committee ensuring the Committee adheres to its Terms of Reference such as overseeing the Parent Board s framework and policy for the remuneration of Board Members, reviewing existing contracts and remuneration, reviewing the Board composition and overseeing the appointment and removal of members Plan and manage Remuneration and Nominations Committee meetings effectively, ensuring that all necessary business is covered To encourage participation of all Committee Members, ensuring they are given the platform and opportunity to communicate their views Within the agreed performance framework, appraise the performance of individual members of the committee in accordance with the Board s policy Ensure training needs are identified and addressed and provide feedback to the Parent Board Chair on the effectiveness of the Committee and performance of its members Maintain contact with Committee Members to ensure that their issues and concerns are fully considered when setting agendas To report on the activities of the Remuneration and Nominations Committee to the Parent Board, ensuring that any areas of significant concern raised at Committee meetings or by members of the Committee are reported to the Parent Board Chair Ensure that the Committee adheres to the scheme of delegations established by the Parent Board and make decisions that reflect the best interests of CDHG Inform the Parent Board Chair of any disclosures on its activities that are not fair, balanced or understandable as informed by the Committee Members To ensure that the Committee considers the recommendations from the activities undertaken by independent professional advisers and make recommendations to the Group Board on levels of remuneration for Parent Board and Committee members, and Executive Directors (including the Chief Executive) Ensure the Committee s compliance with legal and regulatory requirements where appropriate to the Remuneration and Nominations Committee s activities Oversee the review of the existing contracts and remuneration of Executives (including the Chief Executive) and any other post the Committee deems appropriate. Oversee the appointment/reappointment of Board and Committee Members, Chairs and Vice Chairs of the Parent Board and Committees. Contribute specialist knowledge on governance to support and guide decision-making Safeguarding the good name and reputation of CDHG in relation to its activities 2

36 County Durham Housing Group Person Specification Remuneration and Nominations Committee Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to motivate, make decisions and effectively manage a team Is able to manage relationships and challenge inappropriate behaviours Has the ability to listen, influence and persuade others and engage in constructive debate Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to think strategically, seeing the big picture; planning and setting direction and assessing a wide range of factors influencing the business Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Is able to absorb and evaluate large amounts of complex written information, including financial data Is able to maintain a strong understanding of the organisation s size, financial position, complexity and KPIs Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others 3

37 Area Experience Requirements Previous Non-Executive experience Experience of chairing high level meetings to achieve effective outcomes. Possesses significant experience or expertise in overseeing and reviewing succession plans for boards and executives Possesses significant experience or expertise in overseeing and reviewing remuneration levels for boards and executives Possesses significant experience or expertise in establishing, monitoring and regularly reviewing organisation-wide policies Significant experience of absorbing and evaluating large amounts of complex written information, including financial data Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Understanding of the principles and practice of good corporate governance and the role of the Remuneration and Nominations Committee A good understanding of governance and the difference between governance and management Knowledge and understanding of the social housing sector Knowledge of the requirements of the current regulatory environment and their effect on the organisation. Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

38 County Durham Housing Group Role Profile Remuneration and Nominations Committee Vice Chair Job details Job title: Remuneration and Nominations Committee Vice Chair Reporting relationship: In the absence of the Chair, the Vice Chair of the Remuneration and Nominations Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board (agreed upon by Remuneration and Nominations Committee members). Responsible to: Remuneration and Nominations Committee Chair Remuneration: 5,001 per annum Hours: Those necessary to fulfil the role, but as a guidance approximately 5-6 days per annum Purpose The Vice Chair of the Remuneration and Nominations Committee will support the work of the Remuneration and Nominations Committee and oversee the Parent and Subsidiary Board s remuneration and nominations functions. The Vice Chair will provide expertise knowledge in reward management/executive pay to make recommendations to the Board on remuneration and the appointment of members to the Parent and Subsidiary Board and Committees. The Vice Chair will discharge the role of the Chair in the Chair s absence. The Vice Chair will also support the activities of the Chair, sharing responsibility as appropriate. Key Responsibilities 1

39 A CDHG Remuneration and Nominations Committee Vice Chair has the following key responsibilities: Deputise for the Chair as and when required, performing key roles such as ensuring the Committee adheres to its Terms of Reference, planning and managing Remuneration and Nominations Committee meetings effectively and actively encouraging participation of all Committee Members Meet or speak with the Chair regularly and act as a sounding board Support and enable an effective working partnership between the Committee and Executive Team Maintain contact with Committee Members to ensure that their issues and concerns are fully considered when setting agendas To adhere to the scheme of delegations established by the Parent Board for the Remuneration and Nominations Committee and make decisions that reflect the best interests of CDHG Ensure the Committee s compliance with legal and regulatory requirements where appropriate to the Remuneration and Nominations Committee s activities Contribute specialist knowledge on governance to support and guide decision-making Safeguarding the good name and reputation of CDHG in relation to its activities 2

40 County Durham Housing Group Person Specification Remuneration and Nominations Committee Vice Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to motivate, make decisions and effectively manage a team Is able to manage relationships and challenge inappropriate behaviours Has the ability to listen, influence and persuade others and engage in constructive debate Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to think strategically, seeing the big picture; planning and setting direction and assessing a wide range of factors influencing the business Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Is able to absorb and evaluate large amounts of complex written information, including financial data Is able to maintain a strong understanding of the organisation s size, financial position, complexity and KPIs Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others 3

41 Area Experience Requirements Previous Non-Executive experience Experience of chairing high level meetings to achieve effective outcomes Possesses significant experience or expertise in overseeing and reviewing succession plans for boards and executives Possesses significant experience or expertise in overseeing and reviewing remuneration levels for boards and executives Possesses significant experience or expertise in establishing, monitoring and regularly reviewing organisation-wide policies Significant experience of absorbing and evaluating large amounts of complex written information, including financial data Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Understanding of the principles and practice of good corporate governance and the role of the Remuneration and Nominations Committee. A good understanding of governance and the difference between governance and management Knowledge and understanding of the social housing sector Knowledge of the requirements of the current regulatory environment and their effect on the organisation. Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

42 County Durham Housing Group Role Profile Remuneration and Nominations Committee Member Job details Job title: Remuneration and Nominations Committee Members Reporting relationship: The Remuneration and Nominations Committee Members will report to the Parent Board through the Remuneration and Nominations Committee Chair. Responsible to: Remuneration and Nominations Committee Chair and Parent Board Remuneration: 5,001 per annum Hours: Those necessary to fulfil the role, but as a guidance 3-4 days per annum. Purpose To support the work of the Remuneration and Nominations Committee and oversee the Parent Board s remuneration and nominations functions. The committee member will provide specialist knowledge in reward management/executive pay to make recommendations to the Board on remuneration and the appointment of members to the Parent Board and Committees. Key Responsibilities 1

43 A CDHG Remuneration and Nominations Committee Member will have the following key responsibilities: To adhere to the scheme of delegations established by the Parent Board and make decisions that reflect the best interests of CDHG Contribute specialist knowledge on governance to support and guide decision-making To contribute to the establishment of the framework and policy for the remuneration of board members within the context of the Remuneration and Nominations Committee s responsibilities as set out within the Terms of Reference Inform the Remuneration and Nominations Committee Chair of any disclosures on the activities of the Committee that are not fair, balanced or understandable Assist in the appointment of independent professional advisers to assist the Committee where appropriate, and determine Terms of Reference for these advisers To consider recommendations from the activities undertaken by independent professional advisers and make recommendations to the Parent Board on levels of remuneration for Board and Committee members, and Executive Directors (including the Chief Executive) Help to ensure compliance with legal and regulatory requirements where appropriate to the Remuneration and Nominations Committee s activities Work with other Committee Members to periodically review the existing contracts and remuneration of Executives (including the Chief Executive) and any other post the Committee deems appropriate To assist in the review of the composition of the Board To assist in the review of CDHG s recruitment policy and renewal strategy To assist in the appointment/reappointment of Board and Committee Members, Chairs and Vice Chairs of the Parent Board and Committees Safeguarding the good name and reputation of CDHG in relation to its activities 2

44 County Durham Housing Group Person Specification Remuneration and Nominations Committee Member Person Specification Competencies Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to identify under-performing areas and provide challenge to proposed improvement strategies Pro-actively and meaningfully contributes to group discussions Is able to verbally present information confidently and effectively Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Area Experience Requirements Prior experience in a non-executive capacity with demonstrable board member capabilities Experience of working effectively with a wide range of stakeholders for example Board members, Executive Teams, local communities and customers. Committee Members must have the ability, willingness and capacity to quickly familiarise themselves with the housing sector 3

45 Possesses experience or expertise in overseeing and reviewing succession plans for boards and executives Possesses experience or expertise in overseeing and reviewing remuneration levels for boards and executives Possesses experience or expertise in establishing, monitoring and regularly reviewing organisation-wide policies Experience of absorbing and evaluating large amounts of complex written information, including financial data Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Eligibility Must be 18 or over Must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

46 County Durham Housing Group Role Profile Operations Committee Chair Job details Job title: Operations Committee Chair Reporting relationship: The Chair of the Operations Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board (agreed upon by Operations Committee members). The Committee will also receive reports and recommendations from VOCAL as and when appropriate. Responsible to: The Parent Board Remuneration: 2,499 per annum Hours: Those necessary to fulfil the role, but as a guidance approximately 3-4 days per month Purpose The Operations Committee Chair will lead the work of the Operations Committee and advise the Parent Board on matters related to the performance and operational service delivery of County Durham Housing Group (CDHG) s housing customer services, property services and customer facing functions. The Chair will provide leadership to the Operations Committee, ensuring meetings are effectively chaired and will collaborate and co-operate with the Parent Board Chair and other Committee Chairs to help provide leadership to the Parent Board. Key Responsibilities 1

47 A CDHG Operations Committee Chair has the following key responsibilities: To effectively chair the Operations Committee ensuring the Committee adheres to its Terms of Reference such as overseeing all aspects of the group s affairs relating to operational service delivery and performance management, ensuring compliance with the regulator s consumer standards and proving oversight of the operational risks that could jeopardise the achievement of the group s corporate objectives Plan and manage Operations Committee meetings effectively, ensuring that all necessary business is covered To encourage participation of all Committee Members, ensuring they are given the platform and opportunity to communicate their views Within the agreed performance framework, appraise the performance of individual members of the committee in accordance with the Parent Board s policy Report recommendations and findings from the Operations Committee to the Parent Board as per the Committee s Terms of Reference Provide an annual report to the Parent Board (agreed upon by Operations Committee members) Ensure training needs are identified and addressed and provide feedback to the Parent Chair on the effectiveness of the Committee and performance of its members Maintain contact with Committee Members to ensure that their issues and concerns are fully considered when setting agendas To ensure that any areas of significant concern raised at Committee meetings or by members of the Committee are reported to the Parent Board To adhere to the scheme of delegations established by the Parent Board for the Operations Committee and make decisions that reflect the best interests of CDHG Contribute relevant specialist knowledge to support and guide decision-making Report any serious service delivery failures or concerns to the Parent Board Chair To promote CDHG internally and externally, establishing constructive, high-quality relationships, with current and potential partners and stakeholders Safeguarding the good name and reputation of CDHG 2

48 County Durham Housing Group Person Specification Operations Committee Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to identify under-performing areas and provide challenge to proposed improvement strategies Pro-actively and meaningfully contributes to group discussions. Is able to verbally present information confidently and effectively Ensures that operational risks are identified and managed effectively Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Can communicate effectively, not just in Committee meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others Area Experience Requirements An experienced Chair and Non-Executive Board Director Experience of governance within a complex organisation Experience of providing direction and strategic leadership to staff in a formal or informal setting with a track record of contributing to a positive company culture 3

49 Experience of working effectively with a wide range of stakeholders for example Board members, Executive Teams, local communities and customers Has the ability, willingness and capacity to quickly familiarise themselves with the housing sector Senior-level experience of customer service delivery, performance monitoring and service improvement Experience of complaints handling Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Knowledge of performance management processes and frameworks, including key performance indicators Expertise and skills in a subject area which benefits the Committee. This could include: housing service delivery, service improvement, community development or health and safety Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Knowledge of effective methods of resident involvement and engagement Some knowledge of operational risk management Knowledge of the value for money standard Knowledge of the HCA consumer standards: tenant involvement and empowerment, home, tenancy and neighbourhood and community Eligibility Members of the Operations Committee must be drawn from the membership of all three subsidiaries and the Parent Board Must be 18 or over CDHG is an exempt charity and community benefit society. Members must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

50 County Durham Housing Group Role Profile Operations Committee Vice Chair Job details Job title: Operations Committee Vice Chair Reporting relationship: In the absence of the Chair, the Vice Chair of the Operations Committee will ensure there are clear arrangements for reporting to the Parent Board and will provide an annual report to the Parent Board (agreed upon by Operations Committee members). The Committee will also receive reports and recommendations from VOCAL as and when appropriate. Responsible to: The Parent Board Remuneration: 1,749 per annum Hours: Those necessary to fulfil the role, but as a guidance approximately 3 days per month Purpose The Operations Committee Vice Chair will deputise for the Operations Committee Chair and in his/her absence to fulfil the duties of the Chair, particularly to chair the Committee meetings. The Vice Chair will support the Chair to lead the work of the Operations Committee and advise the Parent Board on matters related to the performance and operational service delivery of County Durham Housing Group (CDHG) s housing customer services, property services and customer facing functions. Key Responsibilities 1

51 A CDHG Operations Committee Vice Chair has the following key responsibilities: Deputise for the Chair as and when required, performing key roles such as ensuring the Committee adheres to its Terms of Reference, planning and managing Operations Committee meetings effectively and actively encouraging participation of all Committee Members Meet or speak with the Chair regularly and act as a sounding board Support and enable an effective working partnership between the Committee and Executive Team To adhere to the scheme of delegations established by the Parent Board for the Operations Committee and make decisions that reflect the best interests of CDHG Contribute specialist knowledge to support and guide decision-making To promote CDHG internally and externally, establishing constructive, high-quality relationships, with current and potential partners and stakeholders Safeguarding the good name and reputation of CDHG in relation to its activities 2

52 County Durham Housing Group Person Specification Operations Committee Vice Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Is able to manage relationships and challenge inappropriate behaviours Excellent listening, influencing and persuading skills Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to identify under-performing areas and provide challenge to proposed improvement strategies Pro-actively and meaningfully contributes to group discussions. Is able to verbally present information confidently and effectively Ensures that operational risks are identified and managed effectively Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Can communicate effectively, not just in Committee meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others Area Experience Requirements An experienced Chair and Non-Executive Board Director Experience of governance within a complex organisation Experience of providing direction and strategic leadership to staff in a formal or informal setting with a track record of contributing to a positive company culture 3

53 Experience of working effectively with a wide range of stakeholders for example Board members, Executive Teams, local communities and customers. Has the ability, willingness and capacity to quickly familiarise themselves with the housing sector Senior-level experience of customer service delivery, performance monitoring and service improvement Experience of complaints handling Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Knowledge of performance management processes and frameworks, including key performance indicators Expertise and skills in a subject area which benefits the Committee. This could include: housing service delivery, service improvement, community development or health and safety Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Knowledge of effective methods of resident involvement and engagement Some knowledge of operational risk management Knowledge of the value for money standard Knowledge of the HCA consumer standards: tenant involvement and empowerment, home, tenancy and neighbourhood and community Eligibility Members of the Operations Committee must be drawn from the membership of all three subsidiaries and the Parent Board Must be 18 or over CDHG is an exempt charity and community benefit society. Members must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

54 County Durham Housing Group Role Profile Operations Committee Member Job details Job title: Operations Committee Member Reporting relationship: The Operations Committee will report to the Parent Board through the Operations Committee Chair. The Committee will also receive reports and recommendations from VOCAL as and when appropriate. Responsible to: Operations Committee Chair and Parent Board Remuneration: 1,749 per annum Hours: Those necessary to fulfil the role, but as a guidance up to 2 days per month Purpose The Committee Member will support the work of the Operations Committee and advise the Parent Board on matters related to the performance and operational service delivery of County Durham Housing Group (CDHG) s housing customer services, property services and customer facing functions. The Committee Member will provide specialist knowledge as appropriate, exercising direction and control in the interests of CDHG s customers and the wider community. Key Responsibilities 1

55 A CDHG Operations Committee Member has the following key responsibilities: To adhere to the terms of reference and delegations established by the Parent Board and make decisions that reflect the best interests of CDHG Contribute relevant specialist knowledge to support and guide decision-making Work with other Operations Committee Members to oversee all aspects of the group s affairs relating to operational service delivery and performance management of the housing, customer services, property services and customer facing functions. Ensuring that it is in accordance with good practice and is centred on the needs of current and future customers Monitor and propose changes to service delivery or performance standards not included within the current Corporate Strategy, business plan or annual budget To consider recommendations from the reviews undertaken by VOCAL and escalate identified non-compliance issues and required changes or additions to customer engagement mechanisms to the Parent Board To obtain and consider key performance indicators as well as benchmark performance information in relation to customer and stakeholder feedback To ensure resident involvement processes are used effectively to inform service delivery and performance improvements Maintain oversight of the operational risks that could jeopardise the achievement of the group s corporate objectives and the internal controls deployed to manage those risks To ensure CDHG s compliance with the regulator s consumer standards Notify the Parent Board on matters that might create significant financial or other risk to the group, or which raise material issues of principle To promote CDHG internally and externally, establishing constructive, high-quality relationships, with current and potential partners and stakeholders Ensure that equality and diversity matters are fully considered in relation to planning, delivery and performance monitoring operational services Safeguarding the good name and reputation of CDHG in relation to its activities 2

56 County Durham Housing Group Person Specification Operations Committee Member Person Specification Competencies Is able to effectively work as part of a team to deliver strategic objectives Is able to work with a wide range of stakeholders, establishing strong and productive working relationships Is able to identify under-performing areas and provide challenge to proposed improvement strategies Pro-actively and meaningfully contributes to group discussions. Is able to verbally present information confidently and effectively Ensures that operational risks are identified and managed effectively Possesses a strategic thinking mentality, with a clear ability to distinguish risk and opportunity and ability to assess a wide range of factors influencing the business Is able to work analytically; evaluating complex information to reach unbiased, logical conclusions Can communicate effectively, not just in Board meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is able and willing to challenge; retaining an independent view, critically analysing and unafraid to question and is confident in challenging others Area Experience Requirements Prior experience in a non-executive capacity with demonstrable board member capabilities Experience of working effectively with a wide range of stakeholders for example Board members, Executive Teams, local communities and customers Committee Members must have the ability, willingness and capacity to quickly familiarise themselves with the housing sector Senior-level experience of customer service delivery, performance monitoring and service improvement Experience of complaints handling 3

57 Experience of adhering to the principles of equal opportunities and diversity throughout an organisation Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Knowledge of performance management processes and frameworks, including key performance indicators Expertise and skills in a subject area which benefits the Committee. This could include: housing service delivery, service improvement, property services, community development or health and safety Knowledge of the needs, aspirations and links within the communities served by CDHG, including diversity matters Knowledge of effective methods of resident involvement and engagement Some knowledge of operational risk management Knowledge of all tenant/customer related regulatory standards Eligibility Members of the Operations Committee must be drawn from the membership of all three subsidiaries and the Parent Board Must be 18 or over CDHG is an exempt charity and community benefit society. Members must meet the fit and proper persons test as set out by HMRC for all persons who manage or exert influence over the activities and financial assets of a charity Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG Committee Members must dedicate sufficient time and commitment to fulfil the role 4

58 County Durham Housing Group Role Profile VOCAL Chair Job details Job title: VOCAL Chair Reporting relationship: Board Members and Chairs to Committees will consult with the Chair of VOCAL where appropriate. Minutes of each VOCAL meeting will be submitted to the Operations Committee and Board Responsible to: Parent Board Remuneration: XXXX Hours: Those necessary to fulfil the role but as a guidance approximately 3-4 days per month Purpose VOCAL Members are responsible for reviewing, scrutinising and challenging the quality and delivery of the group s customer-facing services, ensuring that both the strategic direction and the shaping of service delivery appropriately reflects customer needs. This will be achieved primarily through gathering feedback from customers in the areas in which the group operates The Chair of VOCAL will play a pivotal role, being directed by the Operations Committee and Board, in steering and directing the VOCAL to achieve its responsibilities and ensure the voice of the customers is heard. Key Responsibilities

59 The Chair of VOCAL has the following key responsibilities: To effectively chair VOCAL, ensuring it adheres to its Terms of Reference Plan and manage VOCAL meetings effectively, ensuring that all necessary business is covered To encourage participation of all VOCAL Members Within the agreed performance framework, appraise the performance of individual members of the Committee in accordance with the Parent Board s policy Ensure training needs are identified and delivered and provide feedback to the Parent Board Chair on the effectiveness of the Committee and performance of its members Contribute specialist knowledge to support decision-making and achieve consensus Maintain contact with VOCAL Members to ensure that their issues and concerns are fully considered when setting agendas Ensure that customer feedback is gathered on the delivery and quality of the group s services from a variety of sources (including social media) Ensure that issues concerning service delivery and quality are identified and make recommendations to the Operations Committee accordingly Ensure that a customer satisfaction survey is administered regularly, with the approval of the Operations Committee and report the results to the Operations Committee with accompanying recommendations for actions going forward Make recommendations to the Operations Committee concerning customer engagement mechanisms, taking involved customers views into account Ensure that VOCAL monitors the social impact of the group s work in the communities in which it operates Monitor the delivery of the group s customer-related strategies in terms of the key performance indicators associated with each strategy Oversee the reports prepared by VOCAL Review reports and make informed and balanced recommendations, within the terms of reference of VOCAL. To promote CDHG internally and externally, establishing constructive, high-quality relationships with current and potential partners and stakeholders Safeguarding the good name and reputation of CDHG Make decisions delegated to the Chair Uphold the highest standards of integrity and probity

60 County Durham Housing Group Person Specification VOCAL Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Excellent listening, influencing and persuading skills Is passionate about excellent customer service Is committed to proactively involving customers in shaping service delivery Can communicate effectively, not just in Committee meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is committed to the values of CDHG and its corporate priorities Is able to work well within a team setting to deliver strategic objectives Has a detailed awareness of the strategic importance of the VOCAL function within CDHG Possesses the capacity to engage with stakeholders enthusiastically, confidently and effectively in an ambassadorial role Area Experience Requirements Experience of governance within an organisation Experience of providing direction and strategic leadership to staff or volunteers in a formal or informal setting with a track record of contributing to a positive company culture Significant experience in a customer focused environment, with particular emphasis on achieving high levels of customer satisfaction Experience of working effectively with a range of stakeholders across the public and/or commercial sectors Experience of customer service delivery and improvement Experience of identifying under-performing areas and providing challenge to proposed improvement strategies

61 Knowledge County Durham Housing Group Excellent knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Sound knowledge of commercial business practices Understanding of the regulatory consumer standards, equal opportunities and diversity issues Knowledge of the needs, aspirations and links within the communities served by CDHG Knowledge of utilising channels such as social media to gather information Has a knowledge and understanding of information presented in a variety of formats and is able to weigh up evidence, draw appropriate conclusions and make informed recommendations Eligibility Must be 18 or over and not an employee of the group Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG VOCAL Members must dedicate sufficient time and commitment to fulfil the role There must be no outstanding rent/service charge arrears for which a suspended possession order has been granted etc No material tenancy breaches Must be mentally capable of managing their affairs Must not have been or be convicted of any indictable offence or any other offence involving any act of fraud or dishonesty; Must not act in any way which in the opinion of the Board brings the Association into disrepute

62 County Durham Housing Group Role Profile VOCAL Vice-Chair Job details Job title: VOCAL Vice Chair Reporting relationship: In the absence of the Chair, the Vice Chair of VOCAL will ensure there are clear arrangements for reporting to the group through the Operations Committee. Responsible to: Parent Board Remuneration: XXXX Hours: Those necessary to fulfil the role but as a guidance approximately 2-3 days per month Purpose VOCAL Members are responsible for reviewing, scrutinising and challenging the quality and delivery of the group s customer-facing services, ensuring that both the strategic direction and the shaping of service delivery appropriately reflects customer needs. This will be achieved primarily through gathering feedback from customers in the areas in which the group operates The Vice Chair will discharge the role of the Chair in the Chair s absence, playing a pivotal role in steering and directing VOCAL to achieve its responsibilities and ensure the voice of the customers is heard. The Vice Chair will also support the activities of the Chair, sharing responsibility as appropriate. Key Responsibilities

63 The Vice Chair of VOCAL has the following key responsibilities: Deputise for the Chair as and when required, performing key roles such as ensuring the Committee adheres to its Terms of Reference, planning and managing VOCAL meetings effectively and actively encouraging participation of all VOCAL Members Meet or speak with the Chair regularly and act as a sounding board Assist the Chair of VOCAL in planning and managing VOCAL meetings effectively, ensuring that all necessary business is covered To encourage participation of all VOCAL Members To adhere to the scheme of delegations established by the Parnt Board for VOCAL and make decisions that reflect the best interests of CDHG Contribute specialist knowledge to support decision-making and achieve consensus To promote CDHG internally and externally, establishing constructive, high-quality relationships, with current and potential partners and stakeholders Safeguarding the good name and reputation of CDHG Within the agreed performance framework, assist the Chair in appraising the performance of individual members of VOCAL in accordance with the Parent Board s policy Ensure training needs are identified and delivered and provide feedback to the Parent Board Chair on the effectiveness of VOCAL and performance of its members Maintain contact with VOCAL Members to ensure that their issues and concerns are fully considered when setting agendas Oversee the reports prepared by VOCAL Review reports and make informed and balanced recommendations, within the terms of reference of VOCAL Uphold the highest standards of integrity and probity

64 County Durham Housing Group Person Specification VOCAL Vice-Chair Person Specification Competencies Can chair complex discussions and lead debates in an open and inclusive manner and to summarise appropriately Excellent listening, influencing and persuading skills Is passionate about excellent customer service Is committed to proactively involving customers in shaping service deliver y Can communicate effectively, not just in VOCAL meetings, but with a variety of stakeholder groups to establish strong and effective working relationships Is committed to the values of CDHG and its corporate priorities Is able to work well within a team setting to deliver strategic objectives Has a detailed awareness of the strategic importance of the VOCAL function within CDHG Possesses the capacity to engage with stakeholders enthusiastically, confidently and effectively in an ambassadorial role Able to act as Chair, where appropriate Area Experience Requirements Experience of governance within an organisation Experience of providing direction and strategic leadership to staff or volunteers in a formal or informal setting with a track record of contributing to a positive company culture Experience in a customer focused environment, with particular emphasis on achieving high levels of customer satisfaction Experience of working effectively with a range of stakeholders across the public and/or commercial sectors Experience of customer service delivery and improvement Experience of identifying under-performing areas and providing challenge to proposed improvement strategies

65 Knowledge Knowledge and understanding of outstanding governance behaviour, exemplifying traits such as selflessness, integrity, objectivity, honesty and accountability Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Sound knowledge of commercial business practices Understanding of the regulatory consumer standards, equal opportunities and diversity issues Knowledge of the needs, aspirations and links within the communities served by CDHG Knowledge of utilising channels such as social media to gather information Has a knowledge and understanding of information presented in a variety of formats and is able to weigh up evidence, draw appropriate conclusions and make informed recommendations Eligibility Must be 18 or over and not an employee of the group Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG VOCAL Members must dedicate sufficient time and commitment to fulfil the role There must be no outstanding rent/service charge arrears for which a suspended possession order has been granted etc No material tenancy breaches Must be mentally capable of managing their affairs Must not have been or be convicted of any indictable offence or any other offence involving any act of fraud or dishonesty; Must not act in any way which in the opinion of the Board brings the Association into disrepute

66 County Durham Housing Group Role Profile VOCAL Member Job details Job title: VOCAL Member Reporting relationship: Minutes of each VOCAL meeting will be submitted to the Operations Committee and Parent Board. An Annual Report will be presented on VOCAL s work during the year to the Board and Operations Committee. Responsible to: The Chair of the VOCAL, Operations Committee and ParentBoard Remuneration: XXXX Hours: Those necessary to fulfil the role but as a guidance approximately 1.5 days per month Purpose VOCAL Members are responsible for reviewing, scrutinising and challenging the quality and delivery of the group s customer-facing services, ensuring that both the strategic direction and the shaping of service delivery appropriately reflects customer needs. This will be achieved primarily through gathering feedback from customers in the areas in which the group operates To work with other Members and support the Chair to ensure that the VOCAL makes a positive contribution to the development of policy and the continuous improvement of the CDHG s operations. Key Responsibilities

67 A member of VOCAL has the following key responsibilities: Consider customer feedback on the delivery and quality of the group s services from a variety of sources Identify issues concerning service delivery and quality and making recommendations with VOCAL to the Operations Committee accordingly With the approval of the Operations Committee, support VOCAL to administer a regular customer satisfaction survey and report the results to the Operations Committee with accompanying recommendations for actions going forward Make recommendations to the Operations Committee concerning customer engagement mechanisms, taking customers views into account Monitor the impact of the group s work in the communities in which it operates Monitor the delivery of the group s customer-related strategies in terms of the key performance indicators associated with each strategy Assist in the preparation of VOCAL reports Prepare for meetings through research and briefings Review reports and make informed and balanced recommendations, within the terms of reference of VOCAL Make an active contribution to discussions and debates

68 County Durham Housing Group Person Specification VOCAL Member Person Specification Is passionate about excellent customer service Competencies Is committed to proactively involving customers in shaping service delivery Possesses good communication skills, with an ability to listen to others and present views effectively and constructively Is committed to the values of CDHG and its corporate priorities Is able to work together effectively in a team Is committed to learning and personal development Has a detailed awareness of the strategic importance of the VOCAL function within CDHG

69 County Durham Housing Group Area Experience Knowledge Requirements Previous experience as a member of a similar group would be desirable Some knowledge and understanding of the social housing sector and the legal / regulatory environment in which the organisation operates Some understanding of the regulatory consumer standards, equal opportunities and diversity issues Knowledge of the needs, aspirations and links within the communities served by CDHG Possesses good analytical skills Knowledge of utilising a variety of methods to gather information from residents Has a knowledge and understanding of information presented in a variety of formats and is able to weigh up evidence, draw appropriate conclusions and make informed recommendations Eligibility Only customers of CDHG (residential tenancy/lease/licence holders) can be VOCAL members. Up to six places on VOCAL are reserved for members from of the operating areas (Two members from each area). Must be 18 or over and not an employee of the group Must not have a conflict or duality of interest which could jeopardise their ability to act at all times in the best interests of CDHG VOCAL Members must dedicate sufficient time and commitment to fulfil the role There must be no outstanding rent/service charge arrears for which a suspended possession order has been granted etc No material tenancy breaches Must be mentally capable of managing their affairs Must not have been or be convicted of any indictable offence or any other offence involving any act of fraud or dishonesty; Must not act in any way which in the opinion of the Board brings the Association into disrepute

70 Recruitment Policy for Non-Executive Board Members and Committee Members Date Procedure Effective February 2017 From: Date Reviewed: Date of Next Review: February 2018 Version: Version 1

71 Contents 1. Introduction Page 3 2. Summary of Applicable Rules Page 3 3. Summary of Applicable Requirements under the National Housing Federation Code of Governance Summary of Delegated Responsibilities in accordance with the Terms of Reference Page 5 Page 5 5. Board Member/Committee Member Recruitment Procedure Page 5 6. Council Board Members Page 8 7. Operations Committee Page 8 8. Voice of the Customers and Leaseholders (VOCAL) Page 8 9. Executive Board Members Page Board Member Tenure and Terms of Office Page Co-optees Page Recruitment and Selection Process for Chair Positions of the Common Board and Committee 13. Appointments to the Audit Committee and Remuneration and Nominations Committee Page 10 Page Induction Page Training and Development Programme Page Succession Planning Page 11 Page 2 of 11

72 1. Introduction 1.1 This policy applies to all non-executive Board Members, Committee Members and Voice of the Customer and Leaseholder (VOCAL) panel Members within the group. 1.2 The purpose of this policy is to set out the criteria that will be used to identify and recruit Board members to the Board, its Committees and VOCAL and to detail the procedures to be followed to ensure that in line with best practice and regulatory requirements, the group appoints on a skills basis across its governance structure in an appropriate, timely and properly skilled manner. 1.3 The policy aims to ensure that the Board, its Committees and VOCAL have the appropriate balance of skills, qualities and experience to enable them to discharge their respective duties and responsibilities effectively. 1.4 The policy aims to ensure a membership which includes people from diverse backgrounds and with diverse attributes to provide healthy debate and challenge from a range of perspectives. 1.5 The policy provides a procedure which will ensure that prospective members have their candidacy assessed against objective criteria which will be applied to all applicants irrespective of the routes to membership. 1.6 This policy sets out the procedures to be followed when recruiting to the Board, its Committees and VOCAL in accordance with the Rules of each organisation and/or this document and terms of reference. 1.7 The purpose of the recruitment and selection process is to attract and select the best candidates for the relevant posts. 1.8 Policies and documents relevant to this policy include, but are not limited to: Rules of the Organisations Intragroup Agreement Agreements for Services Role Profiles Board and Committee Terms of Reference Skills matrices 2.0 Summary of Applicable Rules 2.1 The group is represented by one Common Board and is made up: of up to twelve Board Members (including co-optees) or such other number as may be determined by the Board from time to time as follows: Two Board Members shall be Residents; Two Board Members shall be nominated by the Council Five Board Members shall be Independent; and Up to two Board Members may be Executive Directors Page 3 of 11

73 2.2 No employee may be appointed (or co-opted) to the Board if, following their appointment (co-option), more than one-third of the Board will at that time be employees. 2.3 Circumstances in which a person cannot become or remain a Board member: No one can become or remain a Board member, a Committee member or cooptee at any time if: they are disqualified from acting as a director of a company, as a Board member of another registered society or as a charity trustee for any reason; or they have been convicted of an indictable offence which is not, or cannot be, spent; or D8.3 a composition is made with that person s creditors generally in satisfaction of that person s debts; or they have failed to attend at least four consecutive meetings of the Board or committee (as the case may be) without special leave of absence from the Board or relevant committee; or a registered medical practitioner who is treating that person gives a written opinion to the association stating that that person has become physically or mentally incapable of acting as a Board member, co-optee or committee member and may remain so for more than three months; or they are a Resident and in the opinion of the Board are in material or serious breach of their tenancy agreement or lease or are subject to a possession order or are in breach of a suspended possession order, or are subject to any of the following types of court order: anti-social behaviour injunction, demoted tenancy, or closure order; or they are a Resident and the Association has obtained an order of a competent court or tribunal against them for recovery of monies due from them to the Association provided that if the order is suspended or is an order for payment in instalments they shall only cease to be a Board Member, co-optee or committee member upon failed to meet the terms of the order; or they are an employee and their contract for employment is terminated; or and any Board member,co-optee or committee member who at any time ceases to qualify under the above rule shall immediately cease to be a Board member, co-optee or committee member (as appropriate) 2.4 Two Board members shall be nominated by the Council with a request that they shall be appointed to the Board. In nominating such Board Members the Council will work together with the Association to ensure as far as possible that Council nominees have the necessary skills and expertise required by the Association from time to time. Nomination and removal shall be notified by an instrument in writing signed by the Council Shareholder and shall be deemed to take effect upon lodgement at the registered office of the Association or such date later than such lodgement as may be specified in the instrument. Any vacancies occurring among Council Board Members shall be filled as soon as reasonably possible. Page 4 of 11

74 3.0 Summary of the Applicable Requirements under the NHF Code of Governance The main requirement under the Code states that recruitment to Board vacancies must be open and transparent and based on the Board s considered view of the skills and attributes to discharge its functions. It further states that the Board must select or appoint new members objectively. This provision will also be applied to Committee Members and VOCAL. 3.2 The Code requires that where the organisation s constitution provides for one or more Board Members to be nominated or directly elected, the organisation must ensure that those coming forward bring skills and experience that meet the needs of the Board, and that they are fully aware in advance of the responsibilities that they will undertake. This Provision will apply equally to nominees to any part of the governance structure of the group. New Board (or Committee/VOCAL) members must not be appointed without undergoing a due selection and assessment process to establish their suitability. 4.0 Summary of Delegated Responsibilities in accordance with the Terms of Reference 4.1 The Remuneration and Nominations Committee has delegated authority in accordance with the Committee Terms of Reference to make recommendations to the Board on the appointment (and removal) of members, Chairs and Vice Chairs of the Board and all Committees (other than that Committee which Board appoints directly to) as well as VOCAL. This Committee must identify candidates for appointment based on skills and competencies appropriate to the group, using external advisors where appropriate and ensuring that a fair and transparent methodology is adhered to throughout the appointment and removal process. 4.2 The Remuneration and Nominations Committee also has the responsibility to make recommendations to the Board for the re-appointment (or not) of Board or Committee members at the conclusion of their specified term of office. 4.3 In accordance with its Terms of Reference, the Board has responsibility to appoint (and remove) members, Chairs and Vice Chairs of the Board, Committees and VOCAL following recommendations by the Remuneration and Nominations Committee. 5.0 Board Member/Committee Member Recruitment Procedure 5.1 When a vacancy for a Board, Committee or VOCAL Member arises or is expected to arise due to the retirement of a member who is approaching the end of their appointed term of office or maximum term of office OR where a resignation occurs, a skills assessment will be undertaken to establish any potential gaps which may arise on the Board or Committee. The skills assessment will be in line with the group s skills matrix that is regularly reviewed by the Remuneration and Nominations Committee to ensure that it remains current and takes into account new activities and potential risks. An independent advisor may be appointed by the Group Secretary from the outset of the recruitment process (before a panel is formed under paragraph 5.13 below). Page 5 of 11

75 5.2 Prior to a vacancy being advertised, a check of the current reserve list (see paragraph 5.23 below) will be made to see if there are any suitable candidates. If a suitable candidate is identified from the list, he/she will be invited for interview to ensure their skills are still relevant with a view to appointment without an external recruitment campaign. 5.3 Potential candidates known to existing Board members or senior staff through a variety of networks and thought to possess the appropriate skills and experience may be contacted and invited to respond to the advertisement. 5.4 It is intended that the Operations Committee will be used as a means of developing potential Board members. When a vacancy to the Common Board arises, members of the Operations Committee will be invited to declare their expression of interest in being considered for the role alongside any interested external candidates. 5.5 Should no suitable candidate be identified from the current reserve list, independent applicants will be sought through advertising in relevant publications, newspapers, and on social media. At this point the Remuneration and Nominations Committee will consider whether or not a recruitment consultant will be approached to identify and approach potential candidates. 5.6 Resident applicants will be sought through advertising and public awareness events as deemed appropriate by Remuneration and Nominations Committee. VOCAL may also be approached for members to express an interest in positions advertised. 5.7 In order to ensure geographical representation and knowledge of the areas which make up the group, the recruitment campaign will primarily concentrate on attracting candidates who have a strong connection with or reside within the North East of England although other exceptional candidates will be considered. 5.8 Applications will only be accepted for candidates aged 18 and over. 5.9 Upon request, all interested candidates will be sent a Recruitment Pack and invited to apply for the position The Pack will include as a minimum: An application form Terms of Reference Role Profiles Skills Requirements Board Member Declaration of Interest Equality and Diversity monitoring form 5.11 As part of their application, all candidates will be requested to demonstrate how their skills and experience will be of benefit to the Board/Committee/VOCAL As part of the application, eligibility criteria consent will be obtained which will ask every candidate to confirm they comply with the Rules across the group. Checks Page 6 of 11

76 will be carried out in respect of applications received from tenants (residents)/leaseholders to ensure compliance with Rules D8.6 and D An Interview Panel will be formed comprising members of the Remuneration and Nominations Committee. An independent advisor appointed by the Remuneration Committee or by the Group Secretary under an appropriate delegation from that Committee will sit alongside the Interview Panel and a member of the Governance Team will provide support in an advisory capacity The Interview Panel or independent advisor sitting alongside any /members of the Remuneration and Nominations Committee will assess the applications received based on a list of requirements in line with the skills matrix Consideration will also be given at this stage to any potential conflicts of interest which may arise. The Interview Panel must be mindful of potential conflicts of interest which can arise where employees and/or Board members of other housing providers sit on the Organisations Board and/or Committees. Individuals who are employees and/or Board members of other housing providers can provide an excellent source of relevant skills and expertise, but potential conflicts must nevertheless be managed. The number of employees and/or Board members of other housing providers should be limited to a number which ensures that conflicts can be appropriately managed and this should be assessed by the Board from time to time and on a case by case basis. Their ability to be appointed to the Remuneration and Nominations Committee must also be carefully considered by Board to ensure there is no indirect or perceived duality or conflict of interest Short-listed candidates will be invited to attend an interview with the Interview Panel Candidates who are not shortlisted will be advised accordingly Candidates must disclose whether any of their activities or membership of other organisations might lead to a conflict of interest with the Organisation s work. Candidates must also disclose during the recruitment process any issue which may automatically prevent them being admitted as a Shareholder/Board member as defined in the Rules. The Interview Panel will agree a set of questions and will provide the candidate with an opportunity to disclose whether any of their activities or membership of other organisations might lead to a conflict of interest with the groups work The interview will provide sufficient time for discussion about the role and give opportunity for the Panel to gain an understanding of how the candidates experience, skills and capabilities are relevant to the position Alternative interview methodology such as conference calls will be considered in exceptional circumstances Candidates will be notified by telephone by the Chair of the Interview Panel/any consultant and in writing of the outcome of the interview. Page 7 of 11

77 5.22 The Remuneration and Nominations Committee will make recommendations to the Board in respect of all appointments In the event that there are more suitable candidates than there are vacancies, those candidates who are deemed to be appointable but due to the competition cannot be appointed, will be placed on a reserve list. The reserve list will only remain valid until the next September General Meeting following their inclusion on the list or such other period as the Board determine but no longer than the second September General Meeting after listing Following confirmation of the appointment, all Board Members/Committee Members including Co-opted Members will be expected to sign an Agreement for Service, an Acceptance of Obligation form and contract for services. 6.0 Council Board and Committee Members 6.1 When a vacancy for a Council Board Member arises, the Council will be requested to make a nomination in accordance with rule D Discussions will take place with the Council to ensure that as far as possible Council nominees have the necessary skills and expertise as required by the group. 6.3 Council nominees will be required to follow the recruitment process as detailed above. 7.0 Operations Committee 7.1 Recruitment to the Operations Committee will follow the same recruitment process to that outlined above. 7.2 Members of the Operations Committee will be selected by the Common Board, following recommendations from the Remuneration and Nominations Committee on the basis of their expertise and experience in the areas delegated to the Operations Committee; they will serve for a maximum of three years. 8.0 Voice of the Customers and Leaseholder (VOCAL) 8.1 Following consultation with the Engagement Project Group, recruitment to VOCAL will also be through an open recruitment process similar to that outlined above. 8.2 The process will be led by the Community Investment Team who will be responsible for maintaining the recruitment documents. 8.3 Workshops facilitated by the Community Investment Team will be held to assist those who wish to apply in advance of any application deadlines. Assessment exercises may be organised to support applicants/potential applicants in demonstrating their skills. 8.4 Members of VOCAL will be appointed by the Board, following recommendations from the Operations Committee Chair and a group Resident Board Member on the Page 8 of 11

78 basis of their expertise and experience in areas delegated to VOCAL; they shall serve for a maximum of three years. 8.5 Common Board and Operations Committee Members may not serve on VOCAL. 9.0 Executive Board Members 9.1 The Common Board has two executive Board members. This recruitment policy does not apply to executive Board Members, however, in accordance with the Rules, they cannot remain a Board member if their contract of employment is terminated Board Member Tenure and Terms of Office 10.1 Board members will be appointed for a fixed term of up to three years. If it deems it appropriate the Board can set shorter terms e.g. in order to stagger retirements and ensure continuity or better reflect skills needs and review performance on a more regular basis No Board member may serve beyond nine consecutive years in office (and for this purpose time served on the Board of another Group Member or on the Board of any predecessor of the Association or another Group Member shall be counted), other than where the Board agree that circumstances exist where it would be in the best interest of the Association for a Board Member to serve for a longer period. Any proposal to serve beyond 9 years would be the exception and require appropriate engagement with the Regulator before reaching a conclusion Any Board Member having completed nine years continuous service (or nine years continuous service plus any extended period agreed by the Board under rule D12) on the Board shall not be eligible for re-appointment until one full term of office (3 years) has expired The Governance Code states where someone has served on a committee or panel, and then joins the board, that previous service need not count towards the overall tenure limit, so long as the person was not a trustee or board member. When appointing to the Common Board an appropriate term of office will be considered to take into account the need for renewal and refreshment of board skills The above does not apply to executive Board members Co-optees 11.1 The Board may appoint co-optees to serve on the Board on such terms as the Board resolves. However, no more than three co-optees can be appointed to the Board or any Committee at any one time and in no circumstance can the overall makeup of the Board be more than 12 members 11.2 Co-optees could be appointed to the Board where specific skills are required, for time limited projects or in any other circumstance the Remuneration and Nominations Committee deem it appropriate to make such a recommendation to Page 9 of 11

79 Board which are not currently available on the Board and usually for a short period of time The terms of appointment and requirement to undertake to comply with statements of obligations/codes of conduct etc would be determined by Board on the recommendation from the Committee as detailed above Recruitment and Selection Process for Chair positions of the Common Board and Committees 12.1 When the Chair/Vice-Chair announces his or her intention to resign, or is approaching the end of their appointed term, existing Board/Committee Members, including the Chair/Vice-Chairs will be invited to express an interest in becoming the new Chair to the Group Secretary. These expressions will be considered by the Remuneration and Nominations Committee and appropriate recommendations made to the Board Any contest will, at the discretion of the Board, be held by secret ballot Appointments to the Audit Committee and Remuneration and Nomination Committee 13.1 In accordance with the Committee s Terms of Reference, members of the Audit Committee will be selected by the Common Board, following recommendations from the Remuneration and Nominations Committee on the basis of their expertise and experience in the areas delegated to the Audit Committee and; they will serve for a maximum of three years Members of the Remuneration and Nominations Committee will be selected by the Common Board on the basis of their expertise and experience in the areas delegated to the Remuneration and Nominations Committee; they will serve for a maximum of three years Induction 14.1 Following approval of the appointment by the Board, the group will support all new Board members, Committee members and VOCAL members with a programme of induction in accordance with the group Board and Committee Member Induction Process. (See Appendix 3 of the Renewal and Succession Strategy for Non- Executive Board Members and Committee Members) 15.0 Training and Development Programme 15.1 To support Board and Committee members to fulfil their roles and responsibilities, the group offers a detailed programme of training and development. The programme is developed based on the training needs of individual members and the Board and Committees as a whole and is identified during the induction/appraisal process A separate training and development plan will be developed which will be applicable to members of Voice of the Customer and Leaseholder (VOCAL) panel Members. Page 10 of 11

80 16.0 Succession Planning 16.1 In line with the Renewal and Succession Strategy for Non-Executive Board Members and Committee Members, the group will be proactive in looking at its future needs in terms of Board and Committee composition, skills and experience, planning for and where desirable, encouraging turnover in membership.. Page 11 of 11

81 Non-Executive Board and Committee Member Induction Process Date Procedure November 2015 Effective From: Date Reviewed February 2017 Date of Next Review February 2018 Version 2 Page 1 of 4

82 New Board and Committee Member Induction 1.1 Any reference to Board Member relates to any individual appointed to Boards and Committees. 1.2 County Durham Housing Group has adopted the National Housing Federation Code of Governance 2015 which states that all new Board members must receive a properly resourced induction. 1.3 In order to comply with the Code and in accordance with best practice, an induction process for all new Board Members has been developed. The purpose of the induction process is to provide clarity in respect of Board members responsibilities and to equip new members with information to help them carry out their role efficiently and effectively. 1.4 All new Board members will receive a welcome letter following their appointment which will include an invitation to meet with a member of the governance team to go through the induction process. This meeting will take place within 14 days of the appointment being approved by the Board. During the induction meeting the Board member will be provided with a company IPad which will allow the Board Member to access the Governance Manual together with all relevant policies, strategies including the documents listed below: Completion of Board/Committee Member Agreement for Services form Completion of Acceptance of Obligation form Completion of Declaration of Interests form Completion of New Starter form Completion of Skills Audit form Photograph and interview with the Communications and Engagement Officer (for ID badge and to produce a short pen portrait about the Board/Committee member for the website) Explanation of entry procedure Tour of the headquarters building Informal introduction to key members of staff Provision of a copy of the Offer Document Provision of calendar of events/forward plan for the current year Provision of the minutes from the last 2 Board/committee meetings Provision of information regarding the committee structure and membership Provision of Board/Committee Members contact details and resumes Provision of key staff members contact details Provision of helpful hints for new Board/Committee Members 1.5 Following the induction, information regarding the new appointment will be forwarded to all staff via the Weekly Group communication. 1.6 All new Board members will be offered the opportunity to meet with the Chair and the Group Chief Executive and Group secretary as appropriate. During the meeting with the Group Secretary Board members will receive a briefing in respect of the IGA. Page 2 of 4

83 They will also be given the opportunity for a follow up meeting with a member of the Governance Team 2 weeks after the initial induction meeting to clarify any issues and complete documentation required by the governance team. 1.7 New Board members will be offered the opportunity to have access to a mentor if they feel this would be of benefit to them. 1.8 All new Board members will be required to attend training in line with the Training and Development programme which is developed following an analysis of the skills audit completed by new Board members as part of the induction process and for existing Board members as part of the appraisal process. 1.9 New Board members will be asked to fill any vacancies on committees in accordance with their skills and experience. All appointments will be subject to approval by the Board following recommendations by the Remuneration and Nominations Committee In order to support new Board members with their own personal development they will be asked to sign up to receive relevant publications. Appropriate websites will be highlighted for Board Members to consider engagement with. Page 3 of 4

84 Recruitment Board Member Induction Process Appointment to be ratified by the Remuneration and Nominations Committee New Board members will receive a welcome letter inviting them to meet with a member of the Governance Team to go through the induction process Induction meeting will take place within 14 days of appointment being approved by the Board Appraisal in accordance with regulatory requirements Ongoing support from experienced Board Mentor Attend relevant Training and 2 Planning Days per year During Induction, Board members will be provided with a company IPad which will provide access to the organisation's governance manual Information regarding the new appointment will be circulated to all staff via the Weekly Group communication New Board members will be offered the opportunity to meet with Chair and Chief Executive and or the secretary Opportunity for a follow up meeting with a member of the Governance Team to clarify any issues and submit completed documentation Board member to attend training in accordance with the Training/Development Programme as soon as possible Board member to complete a Skills Audit Questionnaire. This will be used to inform the Training and Development Programme Board Member will be asked to fill any vacancies on committees in accordance with their skills and experience Page 4 of 4