Governance Handbook

September 2017

Contents

Page

1. Purpose 1

2. Introduction 2

3. Good Governance 3

4. Resident Involvement in Governance 4

5. Role of the Board 4

6. Role of the Chair 5

7. Role of the Vice Chair 6

8. Role of Board Members 6

9. Role of Board Champions 6

10. Role of the Managing Director 7

11. Role of the Company Secretary 8

12. Shareholder 9

13. Board Composition 9

14. Board Skills and Competencies 10

15. Recruitment and Appointment 12

16. Resignation, Removal and Retirement of Board Members 14

17. Board Remuneration and Expenses 14

18. Induction, Training and Development 16

19. Appraisal 17

20. Board and Committee Meetings 17

21. Procedural Matters 19

22. Urgency Powers 23

23. General Matters 24

Document History Log 26

1

1. Purpose

1.1 The purpose of this handbook is to:

a) Describe Homes for Haringey’s (HfH) governance framework and

understanding of good governance

b) Ensure that everyone understands their governance role and function in HfH

as a housing company and Arm’s Length Management Organisation

(ALMO) of the London Borough of Haringey (the Council)

c) Ensure transparency in the relationships between HfH and its residents, the

Board, the Council and other stakeholders

d) Ensure that HfH’s Board continues to follow high and appropriate standards

of governance, accountability and probity

e) Ensure that HfH is open and accountable in its decision making

f) Help maintain compliance with all legal and regulatory requirements

g) Ensure HfH’s governance is regularly reviewed to reflect good practice that

is appropriate for the organisation.

1.2 HfH’s governance framework helps to ensure excellent leadership from the Board

and makes accountability real to residents, the Council and other stakeholders.

The framework will help provide for:

a) An effective Board

b) Effective relationships within HfH, its Board, staff and residents through timely

and appropriate involvement of residents to help the Board make well

informed, well judged and transparent decisions

c) Effective financial, internal risk management and control to secure continued

viability and best use of public assets

d) Effective scrutiny of performance by residents

1.3 This handbook is based on the components of effective Board practice based on

the UK Corporate Governance Code and the six principles of good governance

as set out in the Good Governance Standard for Public Services. These principles

are summarised below.

a) Good governance means focusing on the organisation’s purpose and on

outcomes for citizens and service users

i) Being clear about the organisation’s purpose and its intended

outcomes for citizens and service users

ii) Making sure that users receive a high quality service

iii) Making sure that taxpayers receive value for money

b) Good governance means performing effectively in clearly defined functions

and roles

i) Being clear about the functions of the governing body

ii) Being clear about the responsibilities of non-executives and the

executive, and making sure that those responsibilities are carried out

iii) Being clear about relationships between governors and the public

2

c) Good governance means promoting values for the whole organisation and

demonstrating the values of good governance through behaviour

i) Putting organisational values into practice

ii) Individual governors behaving in ways that uphold and exemplify

effective governance

d) Good governance means taking informed, transparent decisions and

managing risk

i) Being rigorous and transparent about how decisions are taken

ii) Having and using good quality information, advice and support

iii) Making sure that an effective risk management system is in operation

e) Good governance means developing the capacity and capability of the

governing body to be effective

i) Making sure that appointed and elected governors have the skills,

knowledge and experience they need to perform well

ii) Developing the capability of people with governance responsibilities

and evaluating their performance, as individuals and as a group

iv) Striking a balance, in the membership of the governing body,

between continuity and renewal

f) Good governance means engaging stakeholders and making accountability

real

i) Understanding formal and informal accountability relationships

ii) Taking an active and planned approach to dialogue with and

accountability to the public

iii) Taking an active and planned approach to responsibility to staff

iv) Engaging effectively with institutional stakeholders

2. Introduction

2.1 HfH is an ALMO set up to manage and maintain the Council’s housing stock

and provide other services as set out in the terms of our Management Agreement

with the Council. We are a not-for-profit company, limited by guarantee, and

our sole shareholder is the Council.

2.2 HfH may from time to time set up other legal entities as part of its company

structure.

2.3 This Governance Handbook sets out how we are controlled and run and makes

reference to all relevant documentation that exists as part of HfH’s governance.

2.4 Unless specifically excluded, this Handbook shall apply to meetings of the Board,

its Committees and working groups.

3

2.5 The business of HfH is controlled by the Board who exercise all the powers of the

organisation subject to the provisions of its Articles of Association and

Management Agreement with the Council.

2.6 The Board, Committees and officers must abide by this Handbook and all

financial and contract regulations, policies and procedures. In case of conflict

between this and any of these documents the most recent document takes

priority, unless to allow this would lead to a manifestly wrong and/or perverse

result.

3. Good Governance

3.1 Governance is the system by which an organisation is directed and controlled.

Its purpose is to facilitate effective and prudent management that can deliver

long term success through achievement of the organisation’s strategic priorities

and key objectives and meeting legal, financial and regulatory requirements. The

Board is responsible for the governance of HfH and its actions are subject to laws

and regulations.

3.2 The basis of good governance is that there should be clear and transparent

governance structures and a balanced, diverse and effective Board which

promotes the success of HfH for the benefit of current and future residents. A

governance framework provides rules and behaviours necessary to ensure that

organisations and individuals who run them behave properly to secure its aims.

3.3 HfH has to provide services to residents which meet the outcomes set out in the

Management Agreement with the Council, regulatory consumer standards and

its own service standards that have been agreed with residents. The Board is

responsible for assessing how HfH is meeting those outcomes and standards

together with residents.

3.4 The function of governance is to ensure that HfH achieves its vision in accordance

with its values; fulfils its purpose and intended outcomes for residents, and

operates in an effective, efficient and ethical manner.

3.5 A hallmark of good governance is the development of shared values, which

inform HfH’s culture, underpin policy and behaviour throughout the

organisation, from the Board to all staff. These shared values are jointly

established by the Board and staff. Good governance also means the Board

promotes those values throughout the whole of HfH and demonstrates those

values through its leadership and behaviour.

3.6 The effectiveness of HfH’s Board in achieving good governance is, therefore,

crucial to the overall performance of the organisation. HfH has adopted a good

governance framework supported by a code of governance which the Board

follows. This is the National Housing Federation’s (NHF) code of governance.

The code takes a “comply or explain” approach to compliance, or otherwise,

4

with its provisions. Any deviations from the NHF code are explained annually in

HfH’s audited financial statements and are based on an annual assessment

carried out by the Board. HfH has also adopted a code of conduct which

describes good governance behaviours. The Board and staff will be guided by

these codes in the way HfH conducts its business.

4. Resident Involvement in Governance

4.1 HfH positively encourages the involvement of residents in the governance of the

organisation. Residents help to bring a diversity of thought and a customer

perspective that enriches discussions and ultimately leads to better informed

decisions.

4.2 The scope of resident involvement in the governance of HfH includes:

a) Help share, influence and monitor service standards and the services

provided

b) Consultation to help inform important decision making and strategic planning

c) Involvement in the selection of customer facing staff and the award of major

contracts that impact residents or their homes

d) Hearing appeals against complaint outcomes determined by officers

e) Help the Board promote the success of HfH for the benefit of current and

future residents.

4.3 The Board will operate a system of governance that requires effective resident

involvement to:

a) Work with the Board to monitor and scrutinise operational performance and

service delivery

b) Help assess compliance with regulatory consumer standards and HfH service

standards

c) Inform strategic plans and monitor HfH’s performance in their delivery.

5. Role of the Board

5.1 The role of the Board is to provide effective leadership of HfH within a framework

of prudent and effective controls which enable risks to be assessed and managed

well. It develops and promotes its collective vision of HfH’s purpose, its culture,

its values and the behaviours it wishes to promote in conducting its business. In

particular, it:

a) determines strategy and outcomes and provides direction for management to

enable HfH to achieve its vision;

b) creates a performance culture that drives achievement without exposure to

excessive risk;

5

c) makes well informed and high quality decisions based on a clear and

accurate understanding of the business;

d) creates the right framework for supporting the executive to meet statutory

duties and regulatory obligations;

e) is accountable and transparent in all that it does;

f) delegates day to day management to HfH’s staff;

g) embraces regular evaluation of its effectiveness;

h) accepts diversity in its composition as an important driver of its effectiveness

by creating a breadth of perspective; and

i) appoints its Chair, members and members of any HfH subsidiary Boards (and

their Chairs).

5.2 All Board members share in the responsibility for Board decisions and for carrying

out the work of the Board. As such Board members should only act in HfH’s best

interests at all times and not on behalf of any constituency or interest group.

5.3 The Managing Director has the duty and the authority to make all reasonable

enquiries should he/she believe that a breach of the law, regulatory requirements

or HfH’s governance has occurred.

6. Role of the Chair

6.1 The role of chairing a Board or Committee is arduous, but rewarding, and should

not be entered into lightly. Good Boards and Committees are created by good

Chairs who demonstrate high standards of integrity and probity and set the style

and tone of discussions. The position is non-executive in nature and as such

should not engage in the day to day running of HfH which is delegated to the

executive.

6.2 The Chair of each Committee fulfils an important leadership role similar to that

of the Chair of the Board, particularly in creating the conditions for overall

Committee effectiveness.

6.3 The Board will appoint the Chair, Vice Chair and all Committee Chairs, including

any non-executive positions within subsidiary companies. No person may

simultaneously hold more than one Chair’s position.

6.4 The Board and Committee Chairs (and in their absence the Vice Chair) shall

have authority to authorise any actions which are the responsibility of the Board

or the relevant Committee, through the Managing Director, (or in his/her

absence through directors or senior managers) that may be required as a matter

of urgency which have not been otherwise agreed or approved, provided:

a) they are in HfH’s interest to do so;

b) they are within HfH’s powers to do so;

c) they are either set out by way of a Chair’s Action letter beforehand or as

soon as practicable thereafter; and

6

d) The actions are reported to the next meeting of the Board / Committee (as

appropriate) for information and endorsement.

7. Role of the Vice Chair

7.1 HfH shall have a Vice Chair who will deputise for the Chair in his/her absence.

The Vice Chair is the senior independent non-executive director and will be

responsible, amongst other things, for leading the appraisal of the Chair.

7.2 The Chair and Vice Chair will work closely so there is effective leadership of the

Board. The primary relationship for the Chair and Vice Chair is with their Board

colleagues and the executive team. It is important that the executive team’s

operational responsibilities are not compromised. The Chair and the Vice Chair

must be able to effectively and successfully support or challenge the executive.

8. Role of Board Members

8.1 The role of a non-executive Board member is both demanding and rewarding.

Board members must, therefore, be able to allocate sufficient time to meet the

requirements of the role. Board members must work with and through the Board

and are not required to undertake executive duties or to assume executive

responsibilities. Board members are encouraged and welcome to sit on

Committees of the Board and working parties subject to having the requisite skills

and knowledge required.

9. Role of Board Champions

9.1 The Board has a finite amount of time to devote to the business of HfH and,

therefore, cannot always provide detailed scrutiny on many complex and time

consuming areas of business. In the interests of effective and streamlined

governance, the Board relies on designated members of the Board to work

closely with the executive on specific areas of the business. These members are

referred to as ‘Board Champions’.

9.2 A Board Champion is a member of the Board who either:

a) has a particular area of expertise / experience which other members of the

Board rely on for scrutiny, advice and guidance on proposals and reports put

forward by the executive; or

b) brings a fresh perspective through probity, analysis, spotting omissions and

independent exploration of issues.

9.3 In particular, on matters relating to their areas of expertise and / or experience,

Board Champions:

7

a) act as a sounding board for the executive;

b) provide constructive challenge, advice and opinion to the executive outside

of board meetings;

c) may undertake occasional site visits with management in order to inspect

services or seek the views of others;

d) may attend external meetings with third parties with management;

e) provide support for the executive; and

f) must keep the Board updated of their work and involvement with

management outside of Board meetings.

9.4 The Board agrees the following ‘Champion’ areas:

a) Homelessness – working group

b) Housing management – working group

c) Leasehold management – task and finish group

d) Maintenance and asset management – working group

e) Health and Safety – Board member champion

f) Safeguarding – Board member champion

9.5 The Board may from time to time delegate responsibilities to subject specific

working groups and nominate Board Champions to serve on these in addition

to staff and residents where appropriate. A Board Champion will Chair a working

group and report to the Board or a Committee as appropriate on matters relating

to the working group. The Board Champion will receive briefings, reports, advice

and support as required from management in order to ensure maximum

effectiveness of the Board Champion role. Upon completion of the work of the

working group, the working group will be dissolved.

9.6 The role and function of Board Champions does not remove responsibility from

Board members for the ‘champion’ areas that have been set out.

9.7 Board Champions will ensure that they update the Board with any work they

undertake with the executive outside of Board meetings including, for example,

the probity of proposals, assessment of options and review of any supporting

information.

10. The Managing Director

10.1 The Managing Director is responsible for proposing a business plan and strategy

to the Board and for delivering the business plan and strategy that is agreed.

He/she is, with the support of the executive team, also responsible for setting an

example to staff and communicating to them the expectations of the Board in

relation to HfH’s culture, values and behaviour. He is removed and appointed

by the Board on a written contract that sets out the post holder’s duties. The

essential duties are to:

8

a) act in the best interests of HfH;

b) be the key executive interface with the Council;

c) support the Chair to make certain that appropriate standards of governance

permeate through all parts of HfH;

d) assist and advise the Board in determining HfH’s key policies and strategies;

e) manage HfH’s affairs in accordance with its values and objectives and the

general policies and specific decisions of the Board;

f) draw the Board’s attention to matters that it should consider and decide;

g) ensure that the Board is given the information necessary to perform its duties

and receives advice on matters concerning compliance with its governance,

Management Agreement and the law;

h) ensure that proper systems of control, risk assessment and management are

established and maintained and that regular reports are provided to the

Board;

i) supervise, with the guidance of the Chair, the preparation of documents for

consideration by the Board;

j) help the Chair ensure the business of the Board is properly conducted;

k) lead and manage HfH’s staff and ensure that their performance is appraised;

l) make certain that the Board is made aware, when appropriate, of the views

of employees on issues of relevance to the business; and

m) represent HfH as appropriate.

10.2 Executive directors have the most detailed knowledge of HfH and its capabilities

when presenting proposals to the Board and when exercising judgement.

Constructive challenge from Board members is an essential aspect of good

governance; the executive should, therefore, encourage the Board to test their

proposals in light of the Board’s wider experience outside of HfH. The Chair and

Managing Director should ensure that this process is properly followed.

11. The Company Secretary

11.1 The company secretary has an important role in the good governance of HfH by

supporting the Chair and helping the Board and its Committees to function

efficiently. The appointment and removal of the company secretary is a matter

for the Board. He/she may report to the Managing Director and have other

executive management responsibilities.

11.2 The company secretary shall in particular:

a) summon and attend all meetings of the Board and Committees and keep the

minutes of those meetings;

b) keep the registers and other books determined by the Board;

c) make any returns on behalf of HfH to the Financial Conduct Authority, the

Homes and Communities Agency, Companies House and any other relevant

bodies;

d) have charge of HfH’s seal;

e) be responsible for ensuring that HfH complies with its governing instruments;

9

f) help ensure the presentation of high quality information to the Board and its

Committees;

g) oversee, on behalf of the Chair, Board member induction and development;

and

h) review with the Chair HfH’s Board appraisal and other governance processes

to ensure they are fit for purpose and consider any improvements that could

strengthen the governance of HfH.

12. The Shareholder

12.1 HfH operates a closed shareholding membership whereby the Council is the sole

shareholder of the company. Nominees of the shareholder are entitled to attend

and participate (but not vote) in HfH’s Board meetings. In addition, the role of

the shareholder is to:

a) receive the annual financial statements of HfH;

b) appoint the external auditor;

c) agree to any change to the Articles of HfH; and

d) transact any other business set out in the notice convening the Annual

General Meeting or Special Meeting including any business that requires a

Special Resolution.

13. Board Composition

13.1 HfH aims to have an effective and diverse Board with an appropriate balance of

skills, experience, independence and knowledge.

13.2 The number of Board members shall be twelve comprised of the following

constituent types:

Four Resident Board members

Four Independent Board members

Three Council Board members

The Chair

Co-optees

13.3 Co-optees help to bring a diversity of thought and fresh perspectives that enrich

discussions and ultimately lead to better informed decisions. They are also useful

for satisfying any additional skills shortages that may exist. The Board and its

Committees may comprise co-opted members. All co-opted members must be

appointed by the Board and must be in the minority on the Board or any

Committee. They are bound by the same rules on attendance and conduct as

Board members are.

10

13.4 Co-opted members may be appointed at any time and their ongoing

membership will be reviewed as part of the Board and Committee appraisal

process.

13.5 Co-opted members will not be allowed to vote. Co-opted members in

Committees will count towards the quorum for a Committee meeting.

13.6 The Managing Director of HfH shall be co-opted to the Board of Directors.

13.7 The Finance, Audit and Risk Committee shall have a member of the Resident

Scrutiny Panel (RSP) co-opted to it. This co-option shall follow the selection

process as set out in the RSP’s procedures and the successful co-optee endorsed

by the Board at its next meeting.

14. Board Skills and Competencies

14.1 HfH has a complex and diverse range of activities with a management fee in the

region of £45 million per annum. The principles for a composition of the Board

are for individuals who:

a) Have the necessary skills and experience to direct a complex multi-million-

pound social business

b) Understand the risks, opportunities and challenges of HfH services and the

operating environment

c) Are able to make strong contributions

d) Are less likely to be conflicted

14.2 The Board aims to have Board members who collectively have the following core

essential skills and experience with at least one member having a strong

background in each:

a) Senior level experience and suitable qualification in relation to financial

management and control

b) Senior level experience of housing property maintenance and asset

management

c) Senior level general business / commercial management skills

d) An understanding of the customer’s perspective

e) Good political awareness and acumen

f) Senior level management of housing services experience

14.3 In addition, the Board has a further list of desirable skills which it would like to

have represented (but not at the expense of the core skills above). These are:

a) Information technology and digital channels of service delivery

b) Senior level experience of tackling homelessness

11

14.4 The Board must be ‘competent’ in the widest possible sense and have the skills

and experience to carry out its role successfully. Competence, in addition to

particular skills, includes the ability to appreciate fully the impact of HfH’s work

for residents and the local communities it serves. Role specific skills are set out

in Board members role profiles in appendices to this Handbook. The Board’s

appraisal process will help to address any learning and development needs of

the Board.

14.5 Board members should also possess, or have the potential to develop over time,

the following competencies.

Personal qualities, a Board member is committed to and upholds:

a) HfH’s aims and values

b) the highest standards of integrity and probity

c) HfH’s equality, diversity and inclusion objectives

Applying specialist knowledge, a Board member:

a) is able to apply specialist knowledge and experience

b) is able to explain concepts and issues relating to specialist knowledge and

experience

Self-management and development, a Board member:

a) prepares for, and attends, meetings

b) governs – does not manage (avoids acting operationally)

c) shows enthusiasm and commitment for HfH’s work

d) respects confidences

e) is open to learning and keen to use new learning

f) is in touch and up to date with relevant issues

Leading and directing, a Board member:

a) promotes the highest standards of governance and seeks assurance on HfH’s

compliance with its governance, regulation and the law

b) develops good relations with the executive, supporting them in their leadership

of HfH and challenging them when necessary

c) takes a broad overview and sees the long term implications

d) offers creative ideas or perspectives

e) spots opportunities or possibilities

f) contributes to planning, controlling and monitoring

g) contributes to setting and prioritising objectives

Team working and group decision making, a Board member:

a) respects the role of others and gains their trust and respect – inside and outside

the Board

b) challenges freely and debates constructively

c) compromises when appropriate and sticks to the Board’s decision

d) does not let personal relationships interfere with fulfilling the Board’s purpose

e) respects the feelings of others

f) influences others through persuasive discussion

12

g) listens – allows others to contribute and sees others views

h) gives a reasoned thought through contribution and reaches conclusions based

on a rational interpretation of the information available

Analysing and scrutinising, a Board member:

a) analyses data to determine key issues

b) examines various facets of an issue and explores the implications of a proposal

c) spots any omissions from the presented information

d) offers appropriate comparisons and parallels

e) weighs up the pros and cons

Networking, a Board member:

a) attends events in addition to Board meetings

b) demonstrates loyalty to HfH

c) acts as an ambassador of HfH to create and maintain a good image of it

d) makes contact with people through appropriate channels

15. Recruitment and Appointment

15.1 Recruiting Board members who are able to make a positive contribution is a key

element of board effectiveness. Board members are more likely to make good

decisions and maximise the opportunities for HfH’s success if the right skills are

present on the Board.

15.2 Good Board appointments do not depend only on the Board. A prospective

Board member should carry out sufficient due diligence to understand HfH,

appreciate the time commitment involved and assess the likelihood that he or

she will be able to make a positive contribution.

15.3 HfH’s Articles (17 – 20) set out the retirement and election process for

independent and resident Board members.

15.4 The Board needs a balance of new Board members to bring fresh perspective

and longer serving Board members to preserve continuity of experience and

decision making. The ability to plan ahead is assisted by having fixed terms of

appointment for Board members. Appointments for independent and resident

Board members will be for a term of three years. Board members can serve for

a maximum of three terms. Appointments for Council Board members will be for

a term of four years. Council Board members can serve for a maximum of two

terms.

15.5 HfH will carry out succession planning and look ahead at its future needs in

relation to Board composition, skills and experience. It will engage positively with

constituent groups to facilitate smooth and effective succession and will seek to

identify within the wider community suitable candidates who may be encouraged

to apply for Board vacancies via open advertisement and competitive selection.

13

15.6 Appointments made during the financial year shall be formalised at the AGM

for that year.

Council Board Members

15.7 Council Board members are appointed by the Council in consultation with HfH

for a term of four years. The Whips of the parties shall meet with the Chair and

Managing Director of HfH in advance of appointment decisions to identify any

skills gaps on the Board of HfH at that time. Councillor selections for nomination

to the Board of HfH will, as far as possible, be based on meeting the skills and

experience deficient on the Board at that time.

Independent Board Members

15.8 Independent Board members and the Chair are appointed for a term of three

years following an open and competitive recruitment and selection process. A

panel of the Board shall be convened to oversee the process and make their

recommendations for appointment to the full Board.

Resident Board Members

15.9 Resident Board members are elected by residents for a term of three years and

appointed by the Board at the AGM. The Board will agree the election process

and ensure it takes into account, as far as is possible, any skills and experience

deficient on the Board at that time.

Canvassing

15.10 Canvassing Board members, directly or indirectly, to appoint a candidate to the

Board or an employee of HfH may disqualify the candidate from being appointed

depending on the circumstances.

15.11 Board members must not work to get any person appointed to the Board or as

an employee of HfH. However, they may provide the Board with a written

reference of a candidate’s ability, experience or character. Board members can

also act as a reference for any person looking to find employment with HfH, as

long as the Board member makes their position as a Board member clear in the

reference.

Relatives of Members or Employees

15.12 If a candidate applying to be appointed to the Board is related to any Board

member or officer of the Board, the candidate must make this clear when they

apply. If the candidate fails to make this relationship clear, they may be

disqualified from applying depending on the circumstances. If they are

appointed, they may later be dismissed without notice.

14

15.13 Every Board member and officer must make the Company Secretary aware of

any relationship the Board member or officer has with any person they know is

applying to be appointed to the Board.

15.14 The Company Secretary will report to the Board or to the appropriate Committee

any relationship which a Board member or officer has made them aware of.

15.15 People will be classed as being related if they are a husband, wife, partner,

parent, parent-in-law, son, daughter, stepson, stepdaughter, child of a partner,

brother, sister, grandparent, grandchild, uncle, aunt, nephew, niece, or the

husband, wife or partner of any of these people. ‘Partner’ means a member of a

couple who live together.

16. Resignation, Removal and Retirement of Board Members

16.1 A Board member can resign as a member of the Board at any time by giving

notice, in writing, to the Company Secretary.

16.2 HfH’s Articles (22) set out the circumstances in which a Board member may be

disqualified and removed from the Board. These are based on company law or

where there has been a breach of the rules governing HfH as set out in the

Articles and this Handbook.

16.3 Once a Board member has served nine years they must retire from the Board

and must wait at least two years before they can apply to serve again.

17. Board Remuneration and Expenses

Remuneration

17.1 The Board recognises that the complexity, size and nature of HfH’s operations

places considerable governance demands on the Board and particularly on the

Chair. It agrees that the remuneration of this position will help to maintain high

standards of governance and encourage the recruitment and retention of a high

calibre individual to this position.

17.2 An appropriate level of remuneration for the Chair will be determined through

benchmarking with comparable organisations and public sector guidance. The

Chair will be paid a flat rate fee of £10,000 per annum. This will be reviewed

every two years by the HR and Remuneration Committee which will make

proposals to the Board for any changes.

17.3 Aside from the Chair, no other Board roles are remunerated and for the

avoidance of doubt, the Chair is not an employee of Homes for Haringey.

15

Expenses

17.4 The general principles for expenses are of value for money, reasonableness and

the proper accountability and use of public funds. Any benefit where an individual

is deemed to make a profit is taxable.

17.5 HfH has dispensation from HMRC in relation to the following:

a) Business travel and subsistence

b) Business entertaining

c) Business phone calls

d) Professional subscriptions

17.6 Where dispensation is not agreed any expenses and benefits may be taxable and

if so HfH will report these and issue a P11D form to individuals concerned at the

end of the tax year.

17.7 Where Board members travel out of the borough, e.g. to attend a conference or

training event, HfH will make and pay for travel and accommodation

arrangements avoiding the need for Board members to fund this and claim

expenses.

17.8 In relation to subsistence, claims should be made on the basis of actual

expenditure incurred excluding any alcohol which is not recoverable. Subsistence

claims are for where Board members have to buy meals / refreshments for

themselves and:

a) are attending events in excess of half a day long or overnight

b) are representing HfH by agreement with the Chair or Managing Director

17.9 All claims must exclude alcohol and be supported by receipts. Subsistence

allowances are set out below.

Breakfast £8

Lunch £10

Dinner £15

17.10 For all other types of expenses, HfH offers Board members the option of a

stipend. A stipend is a fixed regular sum paid to cover expenses incurred by a

Board member in the discharge of their duties. This is £20 per calendar month

and covers:

a) Travel on public transport – buses and tubes

b) Car travel in borough on HfH business – covering fuel, wear and tear

c) Telephone call charges – HfH related

d) Copying and printing related costs

e) Postage

16

17.11 Where a Board member is a carer and needs to arrange cover in order to be

able to attend meetings the cost of the arrangement will be met at actual cost,

claimable using the expenses claim form with a receipt. In the event a receipt is

not available then a declaration of payment should be made by both the Board

member and the person covering. If arrangements need to be made for longer

than the course of an evening, these should be agreed in advance with the Chair

or the Managing Director.

17.12 Expenses can be claimed using an expenses claim form available from the Board

area on the HfH website and from the Governance team on request. These are

where a Board member has chosen not to receive a stipend or the expense

incurred is outside the scope of the stipend. Claims must be made within two

months of incurring the expenditure. HfH will not reimburse any credit card or

bank charges resulting from a delay in submitting an expense claim.

17.13 The Company Secretary or Governance Manager will check and approve

expense claims and process these for payment via BACS transfer or cheque.

18. Induction, Training and Development

18.1 Good governance means developing the capacity and capability of the Board to

be effective. HfH believes in investing in ongoing training and support for Board

members to develop in their roles. Board members will be provided with a

tailored induction following their appointment. This includes, but is not limited

to:

a) Reading materials to aid the Board member’s understanding of HfH’s

governance, its structure and operations

b) Meetings with key officers at HfH

c) A tour of the borough and in particular the estates and neighbourhoods

served by HfH

d) Access to online e-learning

e) Access to Board information held in a restricted area for Board members via

the HfH website

f) An understanding of individuals learning needs and a tailored development

plan to satisfy that learning

g) Ongoing opportunities to visit services and meet HfH staff

18.2 HfH will provide the necessary resources, opportunities and funding for

developing and updating Board members’ knowledge and capabilities and

addressing any learning needs identified through the appraisal process. This will

be captured in a training and development programme for the year. In house

training will be arranged via briefing sessions and presentations on topical issues

at Board and Committee meetings. Board members will also be encouraged and

supported to attend conferences and seminars and to share their learning with

the Board.

17

18.3 As the Board is made up of individuals with diverse backgrounds and experience,

an annual training needs analysis will be carried out for each Board member

and an individual development plan for each Board member will be agreed to

update their knowledge and skills. It is the responsibility of individual Board

members to ensure that they update their skills and participate in the training

available.

19. Appraisal

19.1 Constructive and robust appraisal arrangements are an important part of

continuous improvement in Board performance. They help to ensure that the

Board has the necessary range of skills to govern effectively and is aware of areas

that require further development.

19.2 Appropriate systems will be used for collective and individual appraisal in

consultation with the Chair, Managing Director and Company Secretary and

these will be will be reviewed for their effectiveness.

19.3 The Board will collectively appraise its performance annually and set objectives

for improvements to address any weaknesses in governance. Every three years

this will be externally facilitated in order to introduce a fresh perspective and

external scrutiny to the process.

19.4 The Vice Chair will lead the process for appraising the performance of the Chair

which will be conducted annually. He/she will be supported by officers as

required.

19.5 Individual Board members will be appraised annually. The Chair will pursue and

address any problems of individual performance, with referral to the full Board

in the event of non-resolution. Confirmation of good performance will be a pre

requisite for a Board member to renew his or her term of appointment.

19.6 The Chairs of Committees will annually appraise the performance of their

Committees with support from the Committee members and present to the Board

recommendations for any improvements that may be required.

19.7 The annual appraisal of the Managing Director is a function of the Board and

will be delegated to the HR & Remuneration Committee. The Committee will

agree a process for the appraisal and have oversight of this with support from

the Company Secretary. The Chair of the Board will be the lead appraiser.

20. Board and Committee Meetings

Entitlement to Attend

18

20.1 All Board members are entitled to attend Board meetings and to speak and vote.

Board members are also entitled to attend any Committee meeting, whether or

not he or she is a member of that Committee. If they are not a member of that

Committee, they can speak (with the permission of the Chair), but cannot vote.

20.2 The Chair of the Board has the right to attend and vote at any Committee

meeting or panel and form part of that meeting’s quorum. The Chair must,

however, be mindful of any conflicts of interest when contributing or voting on

matters that may relate to or affect his/her position. If in any doubt, the Chair

should abstain from such matters.

20.3 Board members are expected to send apologies to the Governance Team if they

are unable to attend a Board or Committee meeting to which they were invited.

Leave of Absence

20.4 From time to time a Board member may be unable to fulfil their duties for

personal reasons (such as ill health) but not wish to step down from the Board.

The matter should be raised with the Company Secretary and Chair. The Board

can grant a leave of absence if they feel it appropriate.

20.5 If a leave of absence is granted, it should be time-bound and the Board member

will be updated on the proceedings of the Board and any Committee to which

they are assigned during the absent period. At the conclusion of the leave of

absence, the Board member will return to full duties.

Meetings

20.6 The Board has two Committees. The Finance, Audit & Risk Committee and the

HR & Remuneration Committee. In addition, the Board also has working groups

where it considers more detailed probity, oversight or support for the executive is

required or would be beneficial (see section 9 – Role of Board Champions). The

terms of reference for these bodies are set out in HfH’s schedule of delegated

authority.

20.7 The Board has the authority to call in any decisions made by its Committees or

working groups.

20.8 Each Committee will have a Chair who is elected by the Board.

Quorum

20.9 The quorum for a Board meeting will be three, made up of no fewer than one

resident Board member, one independent Board member and one Council

Board member. If the number of people on the Board in one or more category

falls below two, the need for a quorum will be removed for that category or

categories (i.e. independent members, Councillors and resident Board

19

members). The quorum for Committees will be half of the total number of

members (rounded up), as long as all quorums are made up of three or more

members. In relation to Committees, any co-optees to those Committees will

count towards the quorum.

20.10 Though no formal business will be dealt with, or formal decisions made, at any

meeting unless a quorum is present, those members who are present can

continue with informal discussions and debates. Meetings will still be able to

continue, but any decisions which are taken will later have to be ratified by the

Board.

20.11 A quorum must be present throughout the meeting. If, at any stage during the

meeting, the Chair declares that there is not a quorum present, the meeting from

that point onwards can only continue in an informal capacity. The Chair may

also choose to adjourn the meeting until the date for the next scheduled meeting,

unless another date is agreed.

21. Procedural Matters

21.1 All references in this section relate to the Board and its Committees.

Notice of Meetings

21.2 At least seven clear days before a scheduled meeting, a notice of the date, time

and place of the meeting will be published. The notice for each meeting will be

sent to the membership of that meeting via email and be made available to the

public on the HfH website.

21.3 A failure to give notice will not invalidate a meeting.

Venues for Meetings

21.4 Meetings of the Board and its Committees will normally be held at HfH office at

Station Road, Wood Green. Meetings may also be held at any suitable venue

within the London Borough of Haringey.

Reports

21.5 All reports for meetings will be in writing. Any exceptions must be agreed with the

appropriate Chair and with the Company Secretary’s advice.

21.6 At least five calendar days before a meeting, copies of the agenda together with

copies of any non-confidential reports for the meeting will be available for the

public on HfH’s website and for inspection at HfH’s Station Road office.

20

21.7 Reports that are confidential (as agreed with the appropriate Chair and with the

Company Secretary’s advice) will not be available for the public to inspect.

21.8 Items of late business will not be dealt with unless the Chair is satisfied that there

are special circumstances for the item to be considered as urgent. The Chair will

put forward these special circumstances and they will be recorded as part of the

minutes of the meeting.

The Normal Order of Business

21.9 The normal order of business at Board meetings is:

a) in the absence of the Chair and Vice Chair, to select someone to chair the

meeting

b) to record any apologies

c) to record any direct or indirect declarations of interest in any items of business

on the agenda and any gifts or hospitality received

d) to approve the minutes of the previous meeting

e) to consider the matters arising from the minutes

f) to consider the items of business on the agenda, taking decisions where

required

g) to receive briefings from Committees held since the last Board meeting and

examine any recommendations

h) if there is business of a confidential nature, to take this as a part private

meeting if deemed necessary by the Chair

i) to deal with any urgent or other business either allowed by the Chair (and

notified in advance) or approved by a vote of a majority of Board members

present

21.10 Business will be dealt with in the order it appears on the agenda for the meeting.

The Chair can vary the order of business if they want to.

21.11 Committee meetings should follow a similar order.

Voting at Meetings

21.12 Voting at meetings is usually by consensus. If a consensus cannot be reached,

then members will be asked to vote by a show of hands. If there is an equality of

votes, the Chair is entitled to use a second or casting vote, which he/she may

cast as he/she sees fit.

21.13 How members have voted will not normally be recorded in the minutes, but any

member who does not vote for any reason can ask for this to be recorded.

21.14 If, before the vote on a decision is taken, a member asks the vote to be taken by

roll call (and this is supported by a simple majority of the members present who

show their support by raising their hands), the voting will go ahead in this way

21

and be recorded in the minutes to show whether each member voted for or

against a decision or excluded themselves from voting.

21.15 The ruling of the Chair of the meeting on a point of order, taking the advice of

the Managing Director or Company Secretary is final.

Admission of the Press and Public at Meetings

21.16 Meetings of the Board and its Committees will generally be open to the press

and public. Room will, as far as possible, be made available for them to listen

to the proceedings.

21.17 The Board or Committee may exclude the press and public from all or part of a

meeting if:

a) the business being discussed is confidential (as agreed with the Chair and

with the Secretary’s advice); or

b) the behaviour of the press or the public is disrupting, or is likely to disrupt,

the meeting.

21.18 There is no right for anyone to record the proceedings (for example, by taking

photographs or making audio or video recordings) without the Board’s or

relevant Committee’s permission.

21.19 The public and press cannot speak or ask questions at Board or Committee

meetings. The procedure for asking questions is set out below.

Questions from the Public at Board and Committee Meetings

21.20 Members of the public may ask the Board and its Committees questions which

are relevant to their business, functions or responsibilities. The Company

Secretary must receive any questions in writing no less than two working days

before a meeting.

21.21 If the person who has put forward a question is not present at the meeting the

answer will be sent to them after the meeting.

21.22 The Company Secretary can, after discussing with the Chair of the meeting,

refuse a question. In this case, the Company Secretary will respond, in writing,

to the person who asked the question, outlining the reasons for this decision. All

meeting members will be given details of the question before the meeting, and

the Company Secretary’s decision will be put forward in the meeting. Reasons

for refusing a question include the following:

a) If it is not relevant to the business, functions and responsibilities of the Board

or Committee.

22

b) The question cannot be answered satisfactorily without using exempt

information (as defined in the Freedom of Information Act and the Data

Protection Act).

c) In the Company Secretary’s opinion, the question has already been answered

in another way and does not contain any issues of wider public interest that

need a public answer.

d) The question actually contains a number of different questions, in which case

the Company Secretary will ask for an amended question to be put forward.

e) If the Board or Committee have previously answered a similar question, and

there have been no developments since, the Company Secretary will give a

copy of the previous answer to the person who has asked the question, but

will not include the question in the agenda.

21.23 Any questions will be included in the agenda for the meeting, in the order they are

received. The Chair will give the Board or Committee details of the questions which

have been put forward and then respond, either during the meeting or in writing

after.

21.24 The Chair has the authority to limit the number of questions members of the public

ask at any one meeting, to avoid the Board or Committee’s business being disrupted.

In any case, the Chair will have no more than 15 minutes to present and answer

questions from the public. Members of the public whose questions were not

answered within this timescale will receive written responses within five working days

of the meeting.

Misconduct at Board meetings

21.25 If there is a general disturbance at any meeting of the Board or a Committee which,

in the Chair’s opinion, makes holding the meeting impossible, the Chair can adjourn

the meeting for as long as they think is appropriate.

Misconduct by Board Members

21.26 If, at any meeting, any Board member, in the Chair’s opinion, continually ignores

the Chair’s ruling, behaves wrongly or offensively, or deliberately prevents the

meeting from going ahead, the Chair or any other member can put forward a motion

‘that the member should not be further heard’. The motion, if agreed, will be put

forward without discussion.

21.27 If the member continues behaving as above after the motion referred to has been

carried, the Chair will either put forward a motion ‘that the member leave the

meeting’ (in which case the motion will be put forward without being agreed or

discussed), or adjourn the meeting for as long as the Chair thinks is appropriate.

Misconduct by Members of the public

21.28 If a member of the public interrupts any meeting, the Chair will warn him or her that

they will have to leave the meeting if they continue to interrupt the meeting. If that

23

person continues to interrupt the meeting, the Chair will order that he or she leaves

the meeting.

21.29 If there is a general disturbance by members of the public in any part of the meeting

room, the Chair will order that those people leave the meeting. The Chair can

adjourn any meeting for as long as they think is appropriate.

22. Urgency Powers

22.1 Most decisions which must be made by the Board or Committees and not delegated

to the officers will be made through the Board’s or Committees normal processes. If

urgent matters arise which cannot wait for the next Board or Committee meeting, the

process set out below should be followed.

Chair’s Action

22.2 A Chair’s Action enables urgent matters to be actioned when it is not feasible or

practical to summon a meeting of the Board or deal with the matter by circulating a

resolution in writing together with the required information to Board members and

there are no other delegations covering the matter.

22.3 It is therefore a delegated authority from the Board to the Chair. It should be used

rarely and only be used in circumstances where other forms of more inclusive

decision making are not feasible.

22.4 It is important that the Board ratifies a Chair’s Action at the next scheduled meeting

after the action was taken. The action should in the interim be shared with the Board

for the Board’s awareness.

22.5 The Managing Director should identify any urgent matter which would normally

require Board approval. He/she should, in consultation with the Company Secretary,

first ensure that it would not be practical or appropriate to convene an emergency

meeting of the Board including by conference call or electronic means or circulate

a resolution in writing.

22.6 Where it is agreed not practical or appropriate to convene an emergency Board

meeting, the urgent matter should be presented to the Chair with any supporting

information (including financial, legal and reputational) and a recommendation in

order for the Chair to make a decision.

22.7 The Chair’s Action should be approved by both the Chair and the Managing Director

and should be set out in a standard format as determined by the Company Secretary.

This should be shared with the Board immediately after the action and then ratified

by the Board at its next meeting.

24

22.8 Under no circumstances should a Chair’s Action be used to set aside a previous

Board decision unless there is a material change in circumstances which would

render that decision manifestly inappropriate, risky or perverse.

22.9 The broad circumstances which may require the use of Chair’s Action will include

events where inaction or delay could expose the organisation to material financial

loss or significant damage to reputation.

Urgent Decision Making – by the Managing Director

22.10 The Managing Director has a delegated power to take urgent action in the event of

an emergency, making every effort to comply with the urgency procedure, and in all

cases to inform the Chair as soon as possible and report to the next available Board

meeting.

23. General Matters

The Common Seal – Sealing and Signing Documents

23.1 The Company Secretary will keep HfH’s common seal in a safe place.

23.2 The seal will not be fixed to any document unless the sealing has been authorised by

the Board according to the scheme of delegation. The Board’s decision to authorise

taking any action will be sufficient authority for sealing any document.

23.3 The Company Secretary, or another officer acting on his/her behalf, must be present

when a document is sealed. Details for every sealing must be kept in a Register of

Sealings.

23.4 Any document which will be used in legal proceedings on behalf of HfH must be

signed by the Company Secretary, or his or her appointed representative, unless

HfH’s schedule of delegated authority or any law, gives another person the authority

to sign the document.

Registers Kept

23.5 The Company Secretary will keep the required statutory and organisational registers

securely in paper and electronic format. These registers will include but are not

limited to:

a) Board member appointment and retirement Register

b) Emoluments Register

c) Fraud Register

d) Gifts and Hospitality Register

e) Sealing Register

f) Officers interest in contracts Register

25

g) Attendance register

23.6 Board members and members of the public can request to inspect these registers via

the Company Secretary.

Petitions

23.7 Any person who lives in the London Borough of Haringey or resides in a property

managed by HfH may put forward a petition to the Company Secretary, in writing,

providing it contains a minimum of 50 signatures and is relevant to the Board’s

business, functions or responsibilities. The Company Secretary will report this to the

relevant Chair of the Board or Committee.

Minutes

23.8 Signed minutes will be permanently available for Board Members and members of

the public to inspect during normal office hours. Members of the public may inspect

all minutes except those relating to matters the Company Secretary considers to be

confidential.

23.9 Two years of minutes will be kept available for public inspection on the HfH website

and two years of confidential minutes will be available on a web secure area

specifically designed for Board members to access.

23.10 Signed minutes will be permanently available for Board Members and members of

the public to inspect during normal office hours. Members of the public may inspect

all minutes except those relating to matters the Company Secretary considers to be

confidential.

23.11 The Company Secretary will arrange for the registers or minutes to be viewed by the

public within reason and can withhold those whose nature is confidential or in

instances when to allow the inspection would breach data protection rules.

Interpreting the Governance Handbook

23.12 The Chair of the Board and Chairs of Committees will have the final decision as to

how the instructions in the Handbook are interpreted.

26

Document History Log

Author Version Created Revised Expiry Approved

P. Rajput 1.0 Sept 2017 Sept 2019 Board

19/09/17