Governance
The Group’s principal activities are the management and development of affordable and supported housing. Performance during the year and position at the year-end are summarised in this report.
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 throughout Hertfordshire and Bedfordshire, with its head office at Blackhorse Road, Letchworth Garden City, Hertfordshire, SG6 1HA. From when it commenced trading in April 2003 until September 2018 settle was known as North Hertfordshire Homes Limited, after the housing and ancillary land was purchased from North Hertfordshire District Council. settle updated its rules in February 2020 to reflect settle’s new name in September 2018 and its change of registered office address in May 2019.
Board Structure
The Board comprises up to nine independent non-executive members and one executive board member, the Chief Executive. Biographies of our board members are published on our website.
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 a Board Member 22nd September 2020 at the end of term of office. 2 Appointed as Board Chair elect in May 2020 and took up the position of Chair on 22nd September 2020. 3 Resigned from the Board on 30th September 2020 4 Appointed as a Board Member on 26th January 2021
The Executive Team during the financial year ended 31 March 2021:
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 2021:
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 has previously adopted the principles and provisions of the National Housing Federation [NHF] Code of Governance – Promoting board excellence for housing associations (2015 edition) and has complied with the Code’s provisions during 2020-21. In January 2021 the settle Board adopted the new NHF Code of Governance 2020 and future compliance reporting will reflect the requirements of the new Code. settle has also adopted the NHF Code of Conduct (2012 edition) through the settle code of Conduct. An assessment of compliance with the Code of Governance 2015 has been conducted and presented to the Board on at least an annual basis; the last review was completed in May 2021.
The governance framework of settle, its constitution and the composition of its Board and respective committee, 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 includes four Committees of the Board, Operating Regulations, Financial Regulations and a Schedule of Delegated Authority. The four Committees have delegated responsibilities set out in Terms of Reference and support the work of the Board. They are:
- 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 People and Governance Committee considers 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 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 remuneration 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 Treasury Committee provides support and scrutiny to the Board concerning the Treasury strategy and Treasury Management policy and their implementation.
Each Committee reports regularly to the Board on how it discharges its functions.
The subsidiary Rowan Homes (NHH) Limited also forms part of the Group. 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 maintained its G1 governance rating and V1 Viability rating throughout the year.
As required by the Code of Governance, settle undertook an external board effectiveness review with the consultancy firm Campbell Tickell in the spring of 2021. The findings were then shared with the Board and settle is working on an action plan to implement the recommendations of the review.
Approach to risk and assurance
settle exists to help people who are struggling to find a place to live. We help our customers to stay in their homes comfortably, so that they can live the life they choose. We have values and behaviours in place which shape us and guide the decisions we make to achieve our purpose. While our purpose and values haven’t changed, our ambition continues to grow and it is therefore crucial that we have an effective risk-management framework in place that provides a structured and coherent approach to identifying, assessing and managing risk.
Our approach to risk management
settle’s approach to risk is governed by its risk appetite statement. Risk appetite is best defined as the level of risk that we are prepared to accept in pursuit of our strategic objectives and before action is deemed necessary to reduce the risk. The Board reviews the risk appetite statement at least annually.
A framework is in place to manage both strategic and operational risks across the business, which is highlighted in the diagram below:
This framework is designed to create a cascade of risk, creating a more live framework and more regular conversations about risk management throughout the business. To assist with this there are a series of rules to apply when considering where a risk sits.
Directorate Operational Risk Log
The risk is held here if it is relevant to the activity of that directorate and, were it to occur, would have a material effect on the day-to-day running of the directorate, its customers, systems or colleagues. This is managed at a directorate level and is reviewed on a monthly basis.
Leadership Operational Risk Log
A directorate risk will move to a leadership risk on the basis of at least one of the following two factors:
- The emergence of the risk is such that it would affect more than one directorate if it were to occur.
- The scale of the risk is such that it would require substantial resource to mitigate from across directorates which would result in other work having to be reprioritised.
Leadership Risk Log is reviewed on a monthly basis at settle’s leadership team meetings.