BOARD MEMBER APPOINTMENT, ELIGIBILITY & PROTOCOL

About the Board

The purpose of the Board is to effectively and efficiently direct the affairs of the business. The relevant Board retains ultimate responsibility for all aspects of the organisation’s activities. All Board Members share responsibility for the decisions of the Board. Each Member should act in the best interests of the Group Member, not for any other interest group.

Appointment of Board Members

Upon appointment, each Board Member will be given a formal letter specifying their obligations to the Board and to the organisation. No Board Member can act as such until they have signed and returned the letter indicating their acceptance of the obligations. Any Board Member who has not signed the letter without good reason within one month of election or appointment to the Board shall immediately cease to be a Member of that Board.

KeyResponsibilities of Board Members

Attached as Appendix 1 is the Board Member Job Description which lists specific responsibilities of the Group’s Boards together with the Key Responsibilities of Board Members.

Board Member Competencies

The Group is fully committed to using competencies to enable the Group to strengthen Board performance, individual Member development, succession planning, and future recruitment.

The Competency Framework attached as Appendix 2introduces competencies and outlines the benefits a competency driven approach can bring to both the Board Member and the Group.

Particular skills will be required on particular boards as set out in Appendix 2.

Termination of Membership

A Board Member may be removed from the Board in the following circumstances;

  1. a breach of the Group’s Board Members Protocol Agreement (Appendix 3), or
  2. by a special resolution at a general meeting, or
  3. ceasing to be a Shareholder (unless a Pennaf Appointee), or
  4. bankrupt; or
  5. convicted of an indictable offence within the last five years; or
  6. incapable for any reason to act as Board Member, or
  7. barred from acting as a Director, or
  8. any specific reason set out in the relevant Articles of Association or Rules.

APPENDIX 1
BOARD REQUIREMENTS / PERSON SPECIFICATION
CRITERIA
PENNAF GROUP ENTITY/BOARD / / / / / / /
COMMITMENT
To uphold the specific responsibilities of the Board(s) /  /  /  /  /  /  / 
SKILLS, KNOWLEDGE & EXPERIENCE
General Business Management /  /  /  /  /  /  / 
Property Development /  /  /  /  / 
Asset Management /  /  /  /  / 
Care & Support /  /  /  / 
Housing Management /  /  /  / 
Leasehold Management /  /  / 
Commercial Property Management & Sales /  / 
Legal /  /  /  /  /  /  / 
HR /  /  /  / 
Public Relations /  /  / 
Finance /  /  /  /  /  /  / 
IT / 
Voluntary & Community Sector /  /  /  /  / 
Public Sector /  /  /  /  /  /  / 
Private Sector /  /  /  /  /  / 
Trustee / Board / Non-Exec Membership /  /  /  /  /  /  / 
Corporate & Strategic Issues /  /  /  /  /  /  / 
Partnership Working /  /  /  / 
Current Housing legislation & Regulation /  /  /  /  /  /  / 
Residents / Tenants Issues /  /  /  /  /  / 
Ability to communicate in Welsh /  /  /  /  /  /  / 
COMPETENCIES
Essential
Deciding & Initiating Action /  /  /  /  /  /  / 
Leading & Supervising /  /  /  /  /  /  / 
Relating & Networking /  /  /  /  /  /  / 
Persuading & Influencing /  /  /  /  /  /  / 
Presenting & Communicating Information /  /  /  /  /  /  / 
Creating & Innovating /  /  /  /  /  /  / 
Formulating Strategies & Concepts /  /  /  /  /  /  / 
Working with People /  /  /  /  /  /  / 
Adhering to Principles & Values /  /  /  /  /  /  / 
Applying Expertise /  /  /  /  /  /  / 
Analysing /  /  /  /  /  /  / 
Desirable
Adapting & Responding to Change /  /  /  /  /  /  / 
Planning & Organising /  /  /  /  /  /  / 
Delivering Results & Meeting Customer Expectations /  /  /  /  /  /  / 
Following Instructions & Procedures /  /  /  /  /  /  / 
Entrepreneurial & Commercial Thinking /  /  /  /  /  /  / 
BEHAVIOURS
Thinks strategically rather than focusing on operational issues /  /  /  /  /  /  / 
Reaches conclusions based on a rational interpretation of the available information
Asks well formulated, value adding and appropriately timed questions
Challenges constructively and effectively.
Voices concerns & raises tough questions in a manner that encourages open discussion
Keeps up-to-date with relevant issues
Demonstrates high ethical standards
Looks at problems/issues from different angles
Demonstrates willingness to be accountable for, and bound by, board decisions
Evidences diligent preparation for meetings (ask questions for clarity ahead – uses the board meeting for generative debate)
Listens actively to others' ideas and viewpoints
Develops, supports and maintains positive relationships with Executive colleagues – along with challenge
Shows a good understanding of the operating environment
Shows commitment to the business aims and goals
Willing to take a stand or express a contrary view; exercises independent judgment
Sticks to the point - not dominating or wasting discussion time
Ensures equality and diversity dimensions are properly considered
Respects the roles of others - inside and outside the Board
Influences others through persuasive discussion
Can effectively lead change while holding true to the values and purpose of the organisation
Proactive in bringing ideas and issues to the table

APPENDIX 2

BOARD MEMBER JOB DESCRIPTION

Specific responsibilities of the Group’s Boards are to:

  1. Determine the Group’s overall Primary Purpose, strategic direction and Core Principles.
  2. Ensure compliance with regulatory and relevant legislation.
  3. Ensure high standards of corporate governance and financial probity.
  4. Provide scrutiny and ensure corrective action is taken, where necessary.
  5. Provide support and challenge to the Officers.
  6. Act as an Ambassador for the Group.
  7. Appoint the Group Chief Executive, determine terms and conditions of employment and monitor performance (Pennaf only).

Key responsibilities of Board Members are to:

  1. Uphold the values, objectives and core policies of the Group.
  2. Abide by the Group’s Code of Conduct.
  3. Ensure the Group’s best interests and its statutory and regulatory responsibilities are upheld.
  4. Declare any relevant interests.
  5. Respect confidentiality of information.
  6. Prepare appropriately for and attend Board meetings regularly (a target of 80% has been set for this), training sessions, and other Board related events.
  7. Participate effectively in discussions, decision-making, and planning of the Group’s work, setting objectives and monitoring performance against these.
  8. Contribute to, and share responsibility for, Board decisions.
  9. Abide by decisions of the Board and its Committees.
  10. Represent the Group as appropriate: visiting schemes; meeting residents and relevant agencies in order to keep in touch and understand the Group’s activities.
  11. Participate in annual appraisals.
  12. Not to do anything to undermine the work or good name of the Group as a whole.

APPENDIX 3

BOARD MEMBER PROTOCOL AGREEMENT

The following protocol agreement has been agreed and must be complied with by all Board Members;

We will:-

  1. Maintain confidentiality of all Board and Committee business.
  2. Recognise and act upon corporate issues of openness, trust and loyalty.
  3. Prepare ourselves for meetings, seeking clarification on issues and whenever possible give notice of queries in advance of meetings.
  4. Restrict discussion at meetings to agenda items, with any additional items not included on the agenda of a meeting agreed with the Chair prior to or at the commencement of the meeting.
  5. Respect that other Members of the Board have an equal opportunity to contribute, listen to other Members’ views and make contribution to meetings pertinent and concise.
  6. Respect the office of the Chair of the meeting accepting the Chair’s duty to restrict discussion of items to a reasonable level and facilitate the contribution of all Members wishing to contribute to the discussion.
  7. Resist and challenge inappropriate behaviour and endeavour to generate a culture of respect and openness for colleagues.
  8. Have faith and trust in our officers, reserve the right to challenge and question in a reasonable way and follow the protocol of approaching the Group Chief Executive or appropriate Director prior to making direct contact with individual members of Staff.
  9. Encourage our officers to be progressive and innovative in a no blame culture within reasonable risk tolerances.
  10. When acting as ambassadors of the organisation present a positive, professional and caring image.
  11. Raise any concerns relating to the Group with the relevant Group Member Chair, Pennaf Chair or Group Chief Executive in the first instance. (The relevant Board/s will be informed of such concerns and this will be minuted, as appropriate.)