Governance
The Group’s principal activities are the management and development of affordable and supported housing.
settle Group (settle) is a registered Co-operative and Community Benefit Society with charitable objectives. The Group is registered with the Regulator for Social Housing, governed by a non-executive Board, and operates across Hertfordshire, Bedfordshire, Buckinghamshire and South Cambridgeshire, with its head office at Blackhorse Road, Letchworth Garden City, Hertfordshire, SG6 1HA.
Board Structure and Membership
The Board comprises up to 8 independent non-executive members and 1 executive board member, the Chief Executive. Biographies of our board members are published on our website. Three new members joined the board in September 2021, bringing experience gained through their extensive professional careers in housing management (including health, safety and wellbeing), investment finance, legal and governance. This supplements existing Board members sector experience and skillsets in banking, finance, development and customer service. Following the recruitment, Board members were surveyed to enable the Board’s diversity (including ethnicity, gender, age, disability and socio-economic background) to be evaluated; the conclusions from the survey were considered by the Board and will be taken into account in future board recruitment.
Each Board member (except the Chief Executive) holds one fully paid £1 share in the Group.
Board membership – details as at signing date, and meeting attendance for the year (out of a total of six meetings):
1 Retired as Vice Chair, Board Member and Director of Rowan Homes Board on 25th November 2021.
2 Appointed as a Board Member on 21st September 2021.
3 Retired as Board Member on 25th September 2021.
4 Retired as Board Member and Director of Rowan Homes Board on 31st July 2021.
5 Appointed as a Board Member on 21st September 2021 and as Vice Chair on 16th November 2021.
6 Appointed as a Board Member on 21st September 2021.
The Executive Team during the financial year ended 31 March 2022:
The executive directors hold no interest in the Group’s share capital and, although they do not have the legal status of directors, they act as executives by the authority delegated by the Board.
The Group Company Secretary during the financial year ended 31 March 2022:
Advisors and Bankers
Bankers Barclays Bank PLC 1 Churchill Place London, E14 5HP Auditors BDO LLP 2 City Place Gatwick West Sussex, RH6 0PA
Legal Advisors Trowers and Hamlins LLP 3 Bunhill Row London, EC1Y 8YZ Treasury Advisors Centrus Financial Advisors Ltd 10 Queen Street Pl London, EC4R 1BE
Corporate Governance Statement
Overview
settle adopted the principles of the National Housing Federation [NHF] Code of Governance 2020 in March 2021. The compliance reporting for 2021/22 reflects the requirements of this Code for the first time. An assessment of compliance with the Code of Governance 2020 was conducted and presented to the Board in May 2022 and this will continue on at least an annual basis.
The governance framework of settle, its constitution and the composition of its Board and respective committees is based on these requirements. The Board’s responsibilities include:
- setting the strategic direction of the Group and setting out its mission, vision and values;
- approving settle’s key strategies, long-term plans and objectives;
- financial control and risk management;
- monitoring settle’s performance; and
- accountability to Stakeholders, especially our residents.
The settle Governance Framework in 2021/22 included four Committees of the Board, Operating Regulations, Financial Regulations and a Schedule of Delegated Authority. The four Committees had delegated responsibilities set out in Terms of Reference and support the work of the Board. They were:
- Audit and Risk Committee
- Development Committee
- People and Governance Committee
- Treasury Committee
The Audit and Risk Committee reviews the work of the internal and external auditors and the system of risk management and internal controls. This includes review, scrutiny and constructive challenge in relation to external audit, internal audit, effectiveness of internal controls via ‘deep dives’, whistleblowing, fraud, financial reporting, risk appetite, strategy and management, complaints and other related matters. The Audit and Risk Committee also reviews the audited financial statements and recommends them to the Board for approval. The Committee reports annually to the Board on its work and conclusions.
The Development Committee considers and makes recommendations to the Board on major proposals relating to property and land transactions in the context of settle’s development and regeneration strategy and approves development and sales activities between Board-agreed thresholds. Additionally, it monitors internal controls and considers strategic development risk and risk management of the development programme.
The People and Governance Committee considered settle’s People strategy, remuneration, including executive pay, employee pay awards, pensions arrangements and Board and committee remuneration, and supports the board in reviewing the effectiveness of the governance arrangements of the organisation.
The Treasury Committee provided support and scrutiny to the Board concerning the Treasury strategy and Treasury Management policy and their implementation.
Each Committee reported regularly to the Board on how it discharges its functions.
Rowan Homes (NHH) Limited is a fully owned subsidiary of settle. Rowan Homes’ purpose is to develop new housing properties for outright sale; this is not a charitable activity, but any profits are distributed to settle.
Authority and accountability for the operational management of settle is delegated by the Board to the Chief Executive and the Executive team.
settle undertook an external board effectiveness review with the Consultancy firm Campbell Tickell in the spring of 2021. An action plan to implement the recommendations of the review formed the basis of settle’s governance work plan for the year. In March 2022 the Board approved some changes to the governance framework including a re-constituted Committee structure as follows:
- Audit and Risk Committee
- Development Committee
- Nominations and Remuneration Committee
- Operations Committee
The Board agreed new Terms of Reference for each Committee and that the Treasury Committee would become a task and finish group. The number of members for each Committee was increased as recommended by the external board effectiveness review. The Board also reviewed and updated the matters reserved for board decision that cannot be delegated in January 2022.
The Regulator for Social Housing undertook an in-depth assessment [IDA] of settle’s financial, governance and operational arrangements. The outcome of the IDA was published in January 2022; settle maintained its G1 governance rating and V1 Viability rating.