RECORD OF THECOMMON BOARD OF SWAN HOUSING ASSOCIATION LTD, SWAN NEW HOMES LTD, SWAN COMMERCIAL SERVICES LTD, HERA MANAGEMENT SERVICES LTD AND VIVO SUPPORT LTD

MEETING HELD ON 19 MAY 2016 @ 2.30PM

Present:

Members:Valerie Owen (Chair);Peter Baynham (Vice-Chair); Sheila Lewis;Marie Li Mow Ching;Alan Palmer;Sukhvinder Kaur-Stubbs; Parmjit Dhanda;John Synnuck and Jamie Smith.

Officers:Geoff Pearce (Executive Director – Regeneration and Development); Sandra Fawcett (Executive Director –Operations); Suzanne Wicks (MD – Hera Management Services Ltd); Malcolm O’Brien (Executive Director People & Communications) and Jan Collier (Board Secretary).

1. / APOLOGIES FOR ABSENCE
No apologies received – all Members present.
2. / DECLARATIONS OF INTEREST
The Chair declared an interest as Non-Executive Director of Hanover Housing Association, MIC Ltd and Chair of the British Board of Agrement.
Marie Li Mow Ching declared an interest as Non-Executive Director of Axiom Housing Association and North Hertfordshire Homes.
Peter Baynham declared an interest as Non-Executive Director of Victory Housing Trust and Radian Group Housing Association, and Member of the Board for Harpenden Building Society.
Parmjit Dhanda declared that he was a Trustee of a Parliamentary Outreach Trust.
Jamie Smith declared that he was a Board Member of Thrive Homes.
3. / a)APPROVAL OF THERECORD OF THE MEETING
THE RECORD OF THE COMMON BOARD OF SWAN HOUSING ASSOCIATION LTD HELD ON 17 MARCH 2016
AGREED: that the record of the meeting of the Common Board of Swan Housing Association held on 17 March 2016 be signed as a correct record.
b)MATTERS ARISING
Marie Li Mow Ching referred to paragraph three on page 2 and said that it should read ‘Peter Baynham suggested that the Board receive a presentation on Welfare Reform, due to the implications of the local housing allowance etc and the effect on the business’.
Action Sheet
RECEIVED AND NOTED.
c) BOARD WORKPLAN 2016
NOTED:
  1. The Board Work Plan 2016;
  2. The Board Secretary to include the Remuneration Committee meetings on the work plan.
/ JC
4. / UPDATES FROM THECHIEF EXECUTIVE
PRIVATE & CONFIDENTIAL
5. / PROJECTS OF STRATEGIC IMPORTANCE
a)Business Plan
RECEIVED the Business Plan 2016/17 from Jamie Smith
NOTED:
  1. The Business plan was in draft and was subject to non-material changes;
  2. Jamie Smith said that turnover in 2018-19 and 2019-20 was going to be high which related to Blackwall Reach and Cambridge Road where the operating surplus was driven by sales on the two projects;
  3. There was a shortfall in Swan HA which was driven by the FRS102 adjustments and the variant year on year was driven by shared ownership sales and accounting changes;
  4. Jamie Smith went through the highlights and said that the £35m on-lending to Swan New Homes was throughout the life of the plan;
  5. Stress testing had been carried out by taking the key risks and attaching a financial value against them and running them individually as well as together in the business plan to get the impact. With reference to the risk training that Board received in April 2016 from John Hargreaves, Jamie Smith reminded the Board of the two different scenarios that had been run and where it showed that Swan can cope with a significant downturn in sales and increase in LIBOR;
  6. The Chair referred to the sales risk mitigation and selling off plan to overseas buyers etc. Geoff Pearce said that each scheme had a different approach to sales and marketing and there was increasing pressure for Housing Associations not to market overseas; he added that Swan had signed up to the Mayors Concordiate to sell locally first;
  7. Jamie Smith confirmed that the business plan was sent to the Regulator and was used to complete the FFR.
AGREED: The Business Plan 2016/17 and agreed that Jamie Smith could make non-material changes before submission.
b)Management and Mitigation of Sales Risk
RECEIVED a presentation from Geoff Pearce on the management and mitigation of sales risk.
NOTED:
  1. The contents of the presentation;
  2. Geoff Pearce said that he would try to set up a meeting with the new Mayor to show him Blackwall Reach.
c)Beechwood (Craylands) Report
PRIVATE & CONFIDENTIAL
d)Development Update
PRIVATE AND CONFIDENTIAL
6. / PERFORMANCE REPORTS
a)Balanced Scorecard and Performance Report
RECEIVED the Balanced Scorecard and Performance Report from Jamie Smith.
NOTED:
  1. The contents of the report;
  2. Swan were forecast to exceed budget at year end;
  3. At year end gas servicing was 100%;
  4. Repton Court units had been handed over;
  5. Appraisals completed were zero due to a new appraisal process being started;
  6. Jamie Smith gave the year end update and said that Swan would be £2m better than forecast on a like for like basis. Work continued on FRS102 and it was likely that Swan would have a bigger loss reported than expected due to very recent changes in the treatment of the loans, but this did not impact on cash or covenants;
  7. Satisfaction levels were top quartile; challenging targets were set and complaints had dropped significantly from last year;
  8. Staff sickness levels were slightly off-target. Marie Li Mow Ching said that this had been discussed at Operations Committee and as just one case of long term sickness could affect the figures, they had asked for this to be stripped out;
  9. Marie Li Mow Ching referred to the risk register and asked what the risks were that had been upgraded from green to amber. Jamie Smith said he would find out. Sheila Lewis asked about the risk around Repton Court that had been red and was now amber. Jamie Smith said that the risk no longer existed as the scheme had been delivered.
b)Reports from Subsidiary Companies
EXECUTIVE UPDATES
Swan Housing Association Ltd – Executive Update from Sandra Fawcett (SF)
NOTED:
  1. The contents of the report;
  2. Sandra Fawcett informed the Board that Swan had retained its Customer Services Excellence accreditation with an additional three compliance plus ratings. Foyer Federation accreditation had also been obtained for the Basildon Foyers;
  3. Stephen Metcalf MP had visited the Foyers and there had been a positive press release about it;
  4. The 1% rent reduction required through the Welfare Reform and Work Act has been included in the business plan and budget for 2016/17. Swan’s rents will reduce from October 2016 from a base level as at 31 March 2016.
SWAN HOUSING ASSOCIATION LTD BOARD MINUTES – 17 MARCH 2016
AGREED:the minutes of the Swan Housing Association Ltd Board meeting held on 17 March 2016 be signed as a correct record.
Nu Living Ltd – Executive Update from Geoff Pearce (GP)
NOTED:The contents of the report.
NU LIVING LTD BOARD MINUTES – 17 MARCH 2016
AGREED:the minutes of the Swan New Homes Ltd Board meeting held on 17 March 2016 be signed as a correct record.
Swan Commercial Services Ltd – Executive Update from Geoff Pearce (GP)
NOTED:The contents of the report.
SWAN COMMERCIAL SERVICES LTD BOARD MINUTES – 17 MARCH 2016
AGREED:the minutes of the Swan Commercial Services Ltd Board meeting held on 17 March 2016 be signed as a correct record.
Hera Property Services Ltd – Executive Update from Suzanne Wicks (SW)
NOTED:
  1. The contents of the report;
  2. Hera has been approached by Airy Millar to assist them with designing a management service for the London Borough of Lambeth’s PRS Company. A proposal has been submitted;
  3. Sempra Homes is a subsidiary of Basildon Borough Council who have asked for training for their staff on the management of market rent properties;
  4. Work was ongoing on finding a shop front in Stratford. Suzanne Wicks said that it was hoped that business would increase by passing trade and it would also be a better location to manage the Red Door properties;
  5. With the appointment of the new Mayor of London, any impact on the market rented sector was awaited.
HERA MANAGEMENT SERVICES LTD BOARD MINUTES – 17 MARCH 2016
AGREED:the minutes of the Hera Management Services Ltd meeting held on 17 March 2016 be signed as a correct record.
Vivo Support Ltd – Executive Update from Sandra Fawcett (SF)
NOTED:
  1. The contents of the report;
  2. The CQC inspection was carried out in April 2016 and the informal feedback appeared positive although there will be no formal feedback for 6-8 weeks.
VIVO SUPPORT LTD BOARD MINUTES – 17 MARCH 2016
AGREED:the minutes of the Vivo Support Ltd Board meeting held on 17 March 2016 be signed as a correct record.
SWAN HOUSING CAPITAL LTD BOARD MINUTES – 17 March 2016
AGREED: the minutes of the Swan Housing Capital Ltd Board meeting held on 17 March 2016 be signed as a correct record.
c)Communications Update
RECEIVED a report from Malcolm O’Brien giving the Board an update on the Communications Strategy one year after the new Communications team was formed.
NOTED:
  1. The contents of the report;
  2. The Communications Strategy was set up in 2014 and has been monitored since then by the Board;
  3. The production of the new Corporate Strategywill require the production of a new Communication Strategy in early 2017 and it was therefore proposed to close off the actions within the current Strategy. Parmjit Dhanda said that there was no sense of the overall impact achieved in the plan. Malcolm O’Brien agreed that the plan was reactive but said that, due to the work of the Communications Team over the past year, significant improvement in publications and positive press and suites of performance indicators have been seen and the new action plan will reflect this work. The narrative within the report also reflected the achievements of the Communications Team over the past year;
  4. Sukhvinder Kaur-Stubbs said that as Swan move forward with the Corporate Strategy and the Comms that goes with it, she would like to see if there was scope for something more reciprocal in relation to value for money. Sandra Fawcett said that the value for money work was carried out through the Residents Scrutiny Panel and feedback from the Panel is given to the Operations Committee. The Board is also presented with progress from the Scrutiny Panel on a yearly basis.

7. / ISSUES OF STRATEGIC IMPORTANCE
a)Corporate Strategy 2017/20
RECEIVED a verbal update from Jamie Smith.
NOTED:
  1. The contents of the verbal update;
  2. The notes of the meeting held on the 17 March 2016.
b)Equality & Diversity
RECEIVED a report from Sandra Fawcett, the purpose of which is to enable the Board to monitor equality and diversity related performance at a strategic level and performance against the Swan Housing Association Equality Scheme.
NOTED:
  1. The contents of the report;
  2. The Housing Diversity Network Accreditation assessment day was scheduled for 24 May 2016, and Sandra Fawcett would update the Board at their next meeting.
/ SF
8. / REGULATION AND GOVERNANCE
a)Excellence in Governance Action Plan
RECEIVED the action plan from Jamie Smith.
NOTED:
  1. The contents of the Action Plan;
  2. The Board discussed whether the action plan should continue to be an agenda item going forward, or whether it should be included in the action sheet at the beginning of a meeting. Following this discussion it was agreed that it would be presented to the Board every 6 months. The Board Secretary to ensure that this was included on the Board work plan.
b)Reports from the Chairs of the Development & New Business Committee, Audit & Risk Committee and Operations Committee, plus minutes from the meetings, along with the minutes from the Joint Board/Development and New Business Committee meeting held on 5 April 2016.
Development & New Business Committee – 21 April 2016
NOTED: the contents of the report.
AGREED: The minutes of the Development & New Business Committee meeting held on the 21 April 2016.
Audit & Risk Committee – 25 April 2016
NOTED:
  1. The contents of the report;
  2. Peter Baynham said that the Committee had received a presentation on FRS102;
  3. The Committee were informed that the rules had changed around FRS102 and Grant Thornton was looking into how these changes can be treated;
  4. The Chair asked about the risk register reviews. Jamie Smith said that risks were reviewed at every Committee and Board meeting and a risk workshop was held and facilitated by John Hargreaves in April 2016. The Chair asked that risk sessions be carried out annually, starting in March 2017. The Board Secretary would include this in the Board work plan.
AGREED: The minutes of the Audit & Risk Committee meeting held on the 25 April 2016.
Operations Committee – 27 April 2016
NOTED: the contents of the report.
AGREED:The minutes of the Operations Committee meeting held on 27 April 2016.
Joint Board/Development & New Business Committee Minutes – 5 April 2016
AGREED: The minutes of the joint Board/Development & New Business Committee meeting held on the 5 April 2016.
c)GLA Compliance Audit
RECEIVED the GLA Compliance Audit from Geoff Pearce.
NOTED: the contents of the report.
AGREED:That the Chair sign the report under section D for return to the GLA as requested. / JAS
JC
JC
9. / NEW/SIGNIFICANTLY REVISED COPORATE STRATEGIES
a)Value for Money Strategy
RECEIVED the Value for Money Strategy from Jamie Smith.
NOTED:
  1. Although the Value for Money Strategy is not due to expire until November 2017, the impact of the 2015 budget prompted Swan’s approach to value for money to be revisited. This led to some relatively minor amendments which were set out in the strategy appended to the report;
  2. The key change was that staff were engaged in the 2016/17 budget process and this approach to staff engagement would be continued.
AGREED: The Value for Money Strategy and Action Plan.
b)Health & Safety Policy
RECEIVED the Health & Safety Policy from Jamie Smith.
NOTED:
  1. That the current arrangements of having individual subsidiary Health & Safety Policies was being replaced with that of a single Health & Safety Policy that encompasses the whole of the Group. Jamie Smith confirmed that the policy presented to Board had been prepared with the full support of Swan’s health & safety advisors CSUK;
  2. The Board asked for further Health & Safety training next year.
AGREED: The Health & Safety Policy.
c)People Strategy Action Plan
RECEIVED the People Strategy Action Plan from Malcolm O’Brien.
NOTED:
1.The strategy supported the Corporate Strategy and is directly linked to the strategic goal of Motivated People;
2.Sukhvinder Kaur-Stubbs offered her help with volunteering, if required.
d)IS Strategy Action Plan
RECEIVED the IS Strategy Action Plan from Suzanne Wicks.
NOTED:
  1. The IS Strategy Action Plan has been updated to reflect progress against the individual actions;
  2. There had been a complete migration of the servers and disaster recovery had been moved as a service and all back-ups were performed as a service;
  3. One action was overdue and related to the mobile working project. There were a few reasons for the delay, one being that there are issues with theMobile Device Management system which needs to be resolved before moving on further;
  4. IS satisfaction was 76.7% against a target of 80%. The key theme that came from the satisfaction survey carried out in November 2015 was around emails where the email filtering had been changed and staff were receiving a lot of emails that were quarantined. This now seems to have been resolved and there were only 40 requests last month to release emails. There had also been a situation where the system had gone down due to a virus.
e)Corporate Strategy 2014/17 Action Plan
RECEIVED the Corporate Strategy 2014/17 Action Plan from Jamie Smith.
NOTED:
  1. The report gave the Board an overview of the progress towards delivering Swan’s three year Corporate Strategy 2014/17;
  2. Jamie Smith proposed closing down the action plan as it was coming to an end. There were three items overdue and the reason for these was explained within the report.
/ JAS
10. / ANY OTHER BUSINESS
a)GLA/HCA Funding Conditions
RECEIVED a report from Geoff Pearce seeking approval of the GLA/HCA Funding Conditions.
NOTED: the contents of the report.
AGREED: the GLA/HCA Funding Conditions.
b)Resolution to Ratify Board Minutes
RECEIVED minutes from the Cambridge Road urgency action that was agreed at the Board meeting held on the 17 March 2016.
AGREED: that the minutes be signed by the Chair.
c)Gifts and Hospitality Register
NOTED:
  1. That the gifts and hospitality register for the year from April 2015 to March 2016 was available to view;
  2. The Chair noted that a lot of the entries were for development staff and asked whether there was evidence that hospitality is given and no business is carried out with the company following that. Sheila Lewis said that this level of hospitality is normal within development and was part of the networking carried out to ensure that no new information is missed;
  3. Jamie Smith said that gifts and hospitality is allowed as long as it is not lavish or excessive and that all items go through the appropriate approval route.
d)NHF Conference - September
Parmjit Dhanda asked whether there was a policy regarding attendance at the conference. The Chair asked that the agenda be circulated to Board when it is received and a decision regarding attendance would be made then.
e)The First Women Awards
The Chair had been shortlisted for an award and the dinner was being held on 22 June 2016. The Chair asked whether any of the Board would like to attend. Sukhvinder Kaur-Stubbs and Sheila Lewis expressed an interest in attending and Sandra Fawcett would also ask a Resident Member to attend. / JC
11. / DATE AND TIME OF NEXT MEETING
The next meeting of the Common Board of Swan Housing Association Ltd, Nu Living Ltd, Vivo Support Ltd, Hera Management Services Ltd, Swan Commercial Services Ltdand Swan Housing Capital Ltd will take place on Thursday 7 July 2016 at 1.30 pm at Tramway House, Stratford. A sandwich lunch will be provided from 1 pm.

The Chair closed the meeting at5.10pm