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 25 NOVEMBER 2015 @ 2.20PM

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 & 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. / ENGAGEMENT PLAN
PRIVATE & CONFIDENTIAL
Action
2.
3. / APOLOGIES FOR ABSENCE
No apologies received – all Members present.
4. / DECLARATIONS OF INTEREST
The Chair declared an interest as Non-Executive Director of Hanover Housing Association and of MIC Ltd.
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.
5. / a)APPROVAL OF THERECORD OF THE MEETING
THE RECORD OF THE COMMON BOARD OF SWAN HOUSING ASSOCIATION LTD, NU LIVING LTD, SWAN COMMERCIAL SERVICES LTD, SWAN HOUSING CAPITAL LTD, HERA MANAGEMENT SERVICES LTD AND VIVO SUPPORT LTD HELD ON 24 SEPTEMBER 2015
AGREED: that the record of the meeting of the Common Board of Swan Housing Association, Nu Living Ltd, Swan Commercial Services Ltd, Swan Housing Capital Ltd, Hera Management Services Ltd and Vivo Support Ltd, held on 24 September 2015be signed as a correct record.
b)MATTERS ARISING
Action Sheet
RECEIVED AND NOTED.
6. / UPDATE FROM THE CHIEF EXECUTIVE
PRIVATE & CONFIDENTIAL
7. / PROJECTS OF STRATEGIC IMPORTANCE
a)Development Update
PRIVATE AND CONFIDENTIAL
b)Cambridge Road
PRIVATE & CONFIDENTIAL
c)Budget Action Plan
RECEIVED the budget action plan from Jamie Smith.
NOTED:
  1. The contents of the report;
  2. Good progress had been made regarding Axis who had responded positively and savings seem to be forthcoming;
  3. The £1m cost savings remained on target which would be reflected in the budget process for 2016/17;
  4. All other actions were on track or completed;
  5. Sukhvinder Kaur-Stubbs asked why the 450 unit stock disposal programme was being paused. Jamie Smith said that it was felt prudent to pause this process until there was clarity around the market value of the units and likely demand. He added that a meeting had been held with Officers to start to look at smaller opportunities to ‘tidy up’ Swan’s stock.

8. / PERFORMANCE REPORTS
a)Reports from Subsidiary Companies
EXECUTIVE UPDATES
PRIVATE AND CONFIDENTIAL
Swan Housing Association Ltd – Executive Update from Sandra Fawcett (SF)
NOTED:
SWAN HOUSING ASSOCIATION LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED:the minutes of the Swan Housing Association Ltd Board meeting held on 24 September 2015 be signed as a correct record.
Nu Living Ltd – Executive Update from Geoff Pearce (GP)
NOTED:
NU LIVING LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED:the minutes of the Swan New Homes Ltd Board meeting held on 24 September 2015 be signed as a correct record.
Swan Commercial Services Ltd – Executive Update from Geoff Pearce (GP)
NOTED:
SWAN COMMERCIAL SERVICES LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED:the minutes of the Swan Commercial Services Ltd Board meeting held on 24 September 2015 be signed as a correct record.
Hera Property Services Ltd – Executive Update from Suzanne Wicks (SW)
NOTED:
HERA MANAGEMENT SERVICES LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED:the minutes of the Hera Management Services Ltd meeting held on 24 September 2015 be signed as a correct record.
Vivo Support Ltd – Executive Update from Sandra Fawcett (SF)
NOTED:
VIVO SUPPORT LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED:the minutes of the Vivo Support Ltd Board meeting held on 24 September 2015 be signed as a correct record.
SWAN HOUSING CAPITAL LTD BOARD MINUTES – 24 SEPTEMBER 2015
AGREED: the minutes of the Swan Housing Capital Ltd Board meeting held on 24 September 2015 be signed as a correct record.
b)Balanced Scorecard and Performance Report
RECEIVED the Balanced Scorecard and Performance Report from Jamie Smith.
NOTED:
  1. Shared ownership sales were behind target due to the timing of completions on Blackwall Reach phase 1a;
  2. Swan HA customer satisfaction had increased by 9.6%;
  3. Repairs performance was in line with target;
  4. Swan remains on budget; Jamie Smith said that the forecast process and budget presentations will take place next month. There was nothing to suggest that the year-end targets would not be met;
  5. Risk report – new risks associated with budget announcement had been added to the register. Jamie Smith informed the Board that the Audit & Risk Committee had carried out a deep dive of development risks at their last meeting. Peter Baynham asked whether there had been any indication from the banks that Housing Associations would be a poorer credit risk than before. Jamie Smith said that they seem to have accepted the changes and were still interested in lending to the sector;
  6. Parmjit Dhanda referred to the rechargeable repairs which amounted to £100k. Jamie Smith said that this was purely a timing issue that impacted on different lines in the income and expenditure account;
  7. The Chair referred to the 17.7% employee turnover figure and asked whether this was the result of implementing the budget action plan. Malcolm O’Brien said that this it was a general trend and turnover had been above target for some time;
  8. The Chair asked about the sickness rate and asked whether staff on long term sick leave were referred to Occupational Therapists. Malcolm O’Brien said that Swan have very strict management of sickness triggers which may result in referrals to an Occupational Therapist. Malcolm O’Brien added that feedback from the Times Top 100 survey had not yet been received, but informed the Board that there had been an 80% response rate compared to 67% last year;
  9. The Chair referred to the red risks and asked for the highest risks to be highlighted in red text. Jamie Smith said that at the last Audit & Risk Committee, Members had asked for the financial values to be included in the risk to get a sense of the scale of the risk. Marie Li Mow Ching added that there may also be merit in including the governance impact where applicable.
/ JDS
9. / ISSUES OF STRATEGIC IMPORTANCE
a)Corporate Strategy Action Plan
RECEIVED a report from Jamie Smith giving the Board an overview of the progress towards delivering Swan’s three year Corporate Strategy.
NOTED:
  1. The action plan had been updated to show progress against the delivery of the Strategy;
  2. Two new actions had been added to reflect the importance of the Budget action plan;
  3. Sukhvinder Kaur-Stubbs felt that the local partner activity was not quite as developed as some of the other areas. Jamie Smith said that this relates to the original Corporate Strategy and there was more nebulous activity being a local partner;
  4. Jamie Smith informed the Board that the next ‘round’ of the Corporate Strategy presented an opportunity to revisit Swan’s aspirations are and suggest smarter, more strategic actions.
AGREED: the proposed amendments to the Corporate Strategy Action Plan.
b)Equality & Diversity Action Plan
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. Of the 27 actions, 2 were overdue which included the application for HDN accreditation which, due to some staffing changes, would be applied for in early 2016;
  3. Sandra Fawcett informed the Board that a Diversity Day had been held on 19 November which had been very successful and well attended by staff.
c)Value for Money Action Plan
RECEIVED a report from Sandra Fawcett giving the Board an update on progress against the Value for Money Action plan.
NOTED:
  1. The contents of the report;
  2. The Value for Money self-assessment had been published within the deadline date;
  3. Any actions from the In-depth Assessment will be built into the Strategy action plan;
  4. A lot of work was being carried out to prepare for next year’s budgets and driving the need to be more efficient.
d)Treasury Report
RECEIVED a report from Jamie Smith giving the Board anupdate on progress with regards to the 2015-16 Treasury Strategy and other items of note.
NOTED:
  1. The contents of the report;
  2. The £10m counterparty limit with RBS had been breached for two days in April 2015;
  3. Peter Baynham informed the Board that at the last Audit & Risk Committee there had been a presentation on FRS102 which was purely a presentational issue and would not affect the underlying cashflow of the business.

10. / 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. Any actions from the recent Board appraisals would be included in the action plan;
  3. Jamie Smith suggested that completed actions would not be included in future – agreed.
b)Board Appraisal Report
RECEIVED the Board Appraisal report from Campbell Tickell.
NOTED:
  1. The contents of the report;
  2. The Chair thanked Board Members for their participation and went through the recommendations;
  3. There was discussion around whether the Budget Working Group should be reinstated; it was agreed not to reinstate it but to take a view as to whether there needed to be a conference call in early January 2016, when the briefing from the Autumn Statement was received;
  4. There was the desire to have a stronger tenant voice heard by the Board. Sandra Fawcett would consider how to deal with this and report back at the next meeting with suggestions;
  5. Board papers – the Board generally wanted reports summarised and to make greater use of appendices;
  6. Agenda – top three most important items to be included at the start of the agenda;
  7. Minutes from the subsidiary companies to be agreed at the same time as the Executive Updates are received;
  8. An item to be included on the agenda for a Chair’s Update;
  9. The use of Board software instead of pdf. Sheila Lewis said that she uses an i-Annotate app which works very well, as does Peter Baynham and the Executive Team;
  10. Board succession planning was discussed; the advice from Campbell Tickell was to wait until year 4 before it was reviewed. The Chair noted that at some point the Chairs of the Committees and membership of the Remuneration Committee could be changed to facilitate succession planning;
  11. The Chair referred to the Swan Foundation and a number of Trustees who had resigned. John Synnuck suggested that he become a Trustee and Parmjit Dhanda would also consider joining the Swan Foundation as a Trustee.
AGREED: that John Synnuck becomes a Trustee of the Swan Foundation from today’s date.
c)Reports from the Chairs of the Audit & Risk Committee, Operations Committee and the Development & New Business Committee, plus minutes
Development & New Business Committee – 5 November 2015
NOTED:
AGREED: The minutes of the Development & New Business Committee meeting held on the 5 November 2015.
Audit & Risk Committee – 10 November 2015
NOTED:
AGREED: The minutes of the Audit & Risk Committee meeting held on the 10 November 2015.
Operations Committee – 11 November 2015
NOTED:
AGREED:The minutes of the Operations Committee meeting held on 11 November 2015. / JDS
SF
11. / NEW/SIGNIFICANTLY REVISED COPORATE STRATEGIES
a)Refreshed IS Strategy
RECEIVED the Refreshed IS Strategy from Suzanne Wicks.
NOTED:
  1. Changes to the IS Strategy had been made with input from an external consultant, discussions with staff and an Executive Team Away Day;
  2. Inroads were being made around moving to a cloud based solution;
  3. The Digitalisation Strategy will set Swan’s vision for how we work and deliver services in the future;
  4. Alan Palmer asked how risks around Novosco are challenged. Suzanne Wicks said that this was carried out during the procurement process but was something that could be introduced during the quarterly account meetings with them. Parmjit Dhanda added that a condition of the contract could be that the receiving company can undertake an internal audit to cover elements of risk and control – Suzanne Wicks said that she will check the contract for this;
  5. Alan Palmer asked about the control around mobile devices. Suzanne Wicks said that Airwatch had been installed on all devices to give the ability to access them remotely to deal with any issues that may arise;
  6. Alan Palmer said that the objective was to save money and be more efficient but there was no indication of the scale of the efficiency within the Strategy. Suzanne Wicks said that this would come from the Digitalisation Strategy;
  7. Parmjit Dhanda asked about the implication of Housing Associations coming under the Freedom of Information (FOI) Act. John Synnuck said that although Swan were a public body they were not named and as such was not subject to FOI;
  8. Suzanne Wicks was asked about cyber-attacks and she informed the Board that Swan were currently undergoing a network penetration exercise and the results should be received by mid December 2015. A disaster recovery exercise was also being carried out and the internal audit will focus on both of these tests.
b)Safeguarding Policy
RECEIVED the Safeguarding Policy from Sandra Fawcett.
NOTED:
  1. The revised policy had been updated to reflect the Care Act;
  2. The Resident Consultative Committees and the Operations Committee had considered the policy.
AGREED: The Safeguarding Policy.
The Chair asked for a 1:1 meeting with Sandra Fawcett regarding the Care Act training. / SW
SF
12. / ANY OTHER BUSINESS
a)Gifts and Hospitality Register
RECEIVED AND NOTED.
The Chair asked for the whole year’s programme of events to be diarised by March 2016.
Board Members Conference – the Chair asked for expressions of interest to be sent to the Board Secretary for booking by 10 December 2015. / JC
ALL
13. / 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 and Swan Commercial Services Ltd will take place on Thursday 17 March 2016 at 1.30 pm at Tramway House, Stratford. A sandwich lunch will be provided from 1 pm.

The Chair closed the meeting at4.55 pm

……………………………………………Chair

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