Non-Executive Board Members Companies House

March 2016

Contents

1. The Organisation

2. TheRole and Board

3.Job Specification and Selection Criteria

4. TermsofAppointment

5. Selection Process

6.Howto Apply

7. The Appointment Process and Making a Complaint

8. Conflicts of Interest

9. Diversity and Equal Opportunities

10. Political Activity

11. Candidate Summary Form

12. Diversity Monitoring Form

13. Political Activity Questionnaire

14.The Seven Principles of Public Life

1. The Organisation

Companies House is an Executive Agency of the Department for Business Innovation and Skills (BIS). It is a customer-focussed organisation that incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. It operates as a Trading Fund and its income primarily consists of fees for registration,data and search activities.

While Companies House is independent of Ministers, it is a key BIS delivery partner and plays an important role in delivering BIS and wider Government objectives. Companies House has a head office in Cardiff and smaller offices in Edinburgh, Belfast and London. Company registrations for England and Wales are carried out in Cardiff, while registrations for Scotland and Northern Ireland are processed in Edinburgh and Belfast, respectively.

Companies House’s key priorities as detailed in the 2014 to 2019 strategy are summarised below:

  • digital transformation towards becoming a 100% digital organisation
  • open data with links to other government information on companies
  • improved register integrity through better investigation and remedies
  • reduced burdens through deregulation and joining up across government
  • efficiencies ensuring fees will not increase

Further information about the work of Companies House and recent reports can be found at:

2. The Roles and the Board

Companies House is seeking to recruit two Non-Executive Board Members for their Main Board, one with legal expertise and experience and a second for the Chair of the Audit Committee. The Companies House non-executive members are high profile key appointments. The roles will offer significant personal and professional challenges, will carry considerable influence and will be personally rewarding. If you have the experience, skills and drive we are looking for, we very much hope you will consider applying for this post.

Companies House's Board has taken on a more prominent role in the strategic leadership of the organisation. The Board's role has changed from an advisory board to one much closer to the function of a unitary board.The new non-executive directors will play an active role in helping the board to meet its key challenges.

The board is specifically expected to take a lead on:

  • setting strategic direction and scrutinising financial matters;
  • acting as the decision-making forum for major operational decisions; and
  • Overseeing Companies House's relationship with its key stakeholders, including its customers and the public sector.

The strategic leadership of the board will be particularly important to the organisation during the term of the new non-executive director. Companies House is facing significant strategic challenges in its longer-term future. In particular the increasing use of technology is rapidly changing the business model of Companies House and therefore the shape and nature of the organisation itself. Companies House is also seeking to implement major new legislative requirements and a programme of organisational restructuring and efficiency.

The Board currently consists of six external non-executive directors, an independent Chair, a non-executive director from the Shareholder Executive within the Department for Business, Innovation and Skills, the Chief Executive and four executive members.

3. Job Specifications and Selection Criteria

a)Non-Executive Director with Legal expertise

Essential criteria

The successful candidates will also demonstrate the following:

  • Experience in the legal field, preferably including European and/or company law, to provide the board with insights relevant to the increasing complexity of legal and compliance issues which CH is facing.
  • a successful track-record of identifying and reacting to external change and steering a business through that change;
  • Awareness and experience of managing change
  • The ability to contribute positively to the organisation in a non-executive capacity
  • the personal credibility to contribute to the Board's strategic leadership of a major national organisation and develop the potential of Companies House;
  • the ability to be creative, incisive, objective, challenging, thought provoking and constructive, including demonstrably sound judgement and independence of mind; and

Prior experience at board-level of a major national organisation isnota prerequisite for the successful candidate since the existing non-executive team bring this experience to the board. Instead, Companies House would welcome applications from candidates that demonstrate the essential criteria above from a diversity of backgrounds, whether that be through board-level leadership, through strong small business experience or through technological experience.

Candidates will need to demonstrate in their written applications examples of experience matching the essential criteria described above

Desirable criteria

Desirably, the successful candidates will demonstrate the following:

  • experience in developing customer-facing services, including commercial services
  • Strategic thinking
  • Independence of approach and outlook

Other criteria for the person specification

Companies House would welcome applications from a diversity of candidates. Companies House is a key pillar in implementing company law and it is proud to date of its record of having a balanced male / female board recruited through open competition.

The successful candidate will need to commit to:

  • The UK Corporate Governance Code and best practice in the area of commercial governance;
  • The Nolan principles of public service (Selflessness, Integrity, Objectivity, Accountability, Openness, Honesty and Leadership); and
  • The principles of diversity and equal opportunities.

b)Non-Executive Director – Chair of the Audit Committee

As a Board member, the successful candidate will be involved in discussions and provide advice on customer and consumer issues, business planning, finance, systems development, information technology, information and records management and human resources. This particular role currently advertised is one which requires extensive experience in the field of finance.

The key responsibilities of the role are to:

  • Develop, together with the other members of the Board, the strategic direction for Companies House;
  • Contribute to the monitoring of the delivery of the business strategy and other objectives as may be agreed from time to time by the Secretary of State for BIS;
  • Contribute to the maintenance of an effective Board together with appropriate corporate governance in line with best practice;
  • Contribute to the further development of efficient delivery of Companies House statutory functions, building relationships with the customer stakeholder groups and developing, where possible, further digitisation of Companies House; and
  • Act as a source of advice and support to the Executive management team.

The Board meets 6-8 times a year (quarterly) and a strategic away day is also held over the summer months.

The Role of the Audit Committee

The post holder will also be required to chair the agency’s Audit Committee which runs in parallel to the Board. The committee meets 3-4 times a year with an additional meeting each year to sign off the accounts.

The audit committee’s objectives are:-

  • To assist the Accounting Officer in carrying out his audit and Corporate Governance obligations, by providing a forum for discussion of internal and external audit related matters
  • To promote confidence in the systems of internal control, by bringing an independent element and guidance on financial and other internal controls
  • To review the nature, extent and scope of Internal Audit coverage, and to provide guidance in defining priorities
  • To co-ordinate any additional reviews by external audit, internal audit or other consultancy and inspection providers, and to review management’s responses
  • To provide an objective assessment of year-end financial statements and related reports, and provide advice to the Accounting Officer with respect to the approval of the statements
  • To satisfy itself that Companies House’s Executive Board regularly reviews the adequacy of the risk management framework maintaining an active and effective approach to the identification and mitigation of key risks.

Person Specification

The successful candidate must demonstrate the following:-

  • Experience as a partner in an accountancy practice, or at an equivalent level elsewhere in the private sector
  • strong customer awareness and track record of delivery
  • awareness and experience of managing change
  • the ability to contribute positively to the organisation in a non-executive capacity
  • an ability to ensure a strategic vision and focus is kept at the forefront of the agenda
  • ability to chair meetings effectively

The successful candidate will have the following qualities:-

  • good communication and listening skills
  • an open leadership style
  • strategic thinking
  • independence of approach and outlook
  • the personality and presence needed to command respect among the Board members and to chair the Audit Committee

Board Members who are directors or secretaries of companies or partners in Limited Liability Partnerships (LLP) must ensure that those activities do not create conflicts of interest with responsibilities in relation to Companies House as an agency with regulatory responsibilities for companies or LLPs. Companies House will generally not contract with or appoint anyone who is in default of their filing obligations under the Companies, LLP or related legislation.

4. TermsofAppointment

Time Commitment and Remuneration:

NEBMS are remunerated at £11,000 based on 20 days per annum.

Audit Committee Chair remunerated at £13,200 p.a. on the basis of 24 days a year

Length of appointment: 3 years.

Location: The Board meets six times a year in Cardiff, and once in London.

5.Selection Process

Indicative timetable

Closing date:extended to 29 March 2016

Longlist panel meeting:April 2016

Shortlist panel meeting:April

Final panel interviews:May for Legal NED, June for Audit Chair

Ministerial decision on whom to appoint:June

Security clearance / Appointment to be announced:June

Successful candidate takes up post:TBC

The selection panel membership is planned to be:

Chair of Panel:Ceri Smith, Director BIS Shareholder Executive

Independent panel member:Rosie Glazebrook

Specialist panel member:Brian Landers Chair of Companies House

6. Howto Apply

Please submit the following documents:

1)a full CV;

2)a coveringletter (maximum2pages) summarisingyourprovenabilityrelatingtothe candidate background and selection criteria;

3)a completed copy of the candidate summary form;

4)a completed copy of the diversity monitoring form; and

5)a completed copy of the political activity questionnaire.

Applications should be sent by email to: quoting “CH NED-LEGAL FEB2016” for the legal role or “CH NED-AUDIT FEB2016” for the Audit Chair role in the subject heading

Alternatively they may be sent by post to:

Public Appointments Team (“CH NED-LEGALFEB2016”) or (“CH NED-AUDIT FEB2016”)

Partner Organisations and Governance Team

6th Floor (Abbey 2)

1 Victoria Street

London

SW1H 0ET

The closing date for applications is 29 March 2016 Late applications will not be accepted.

The applicant pack can be made available in an alternative format on request; please contact Julian Lukwago e-mail - or Tel:02072153260

7. The Appointment Process and Making a Complaint

If you feel that you have any complaint about any aspect of the way your application has been handled, we would like to hear from you. In the first instance please write, or e-mail, the Sponsor Team at the address or e-mail address given below.

Anne Spinali

Executive, Director, Shareholder Executive

This appointment is not regulated by the Commissioner for Public Appointments.

8. Conflicts of Interest

If you or a family member have any personal or business interest or potential conflict of interest with the activities of the Body you will be expected to declare this. Any conflict will not prevent you going forward to interview, but may be explored with you during the selection process. You will also be required to uphold the standards of conduct established by the Committee on Standards in Public Life, also known as the Nolan principles.

9. Diversity and Equal Opportunities

The Department for Business Innovation and Skills (BIS) is committed to attracting the widest field of candidates and to make the best possible appointments. All applicants are asked to complete an anonymised Diversity Monitoring Form which is used for data gathering information only and to check that it is recruiting from the widest possible pool.

BIS iscommitted to theprincipleofpublic appointmentsonmeritwithindependentassessment,opennessandfairnessof processandtoprovidingequalopportunities forall.

Under the Guaranteed Interview Scheme if you are a disabled applicant (as defined under the Equality Act 2010) and you meet the minimum criteria for the role, you will be selected for interview.

10. Political Activity

You are asked to provide details of any significant political activity that you have undertaken within the past five years. Political activity in itself is no bar to appointment. To allow the panel to explore such activity with the candidates in the context of their ability to perform in the role, you should declare any significant political activity. This information will only be provided to the panel for those applicants selected for interview and if you are successfully appointed to thepost,details of your response will beincludedinpressreleases announcingyour appointment.

11. Candidate Summary Form

POSITION APPLIED FOR
NEBM Companies House (legal/Audit)[delete as appropriate
SURNAME / FIRST NAME / INITIAL(S) / TITLE
ADDRESS FOR CORRESPONDENCE
CONTACT TELEPHONE NUMBER(S)
Day
Evening / EMAIL ADDRESS

Please tick box below, if here if you would like to be consider under the Guaranteed InterviewScheme:

References
Please give below the name and contact details of two people who may be asked to act as referees for you. They will be expected to have authoritative and personal knowledge of your professional achievements / competencies. The referees will be approached only if you are invited for interview.
Referee 1
Name:
In what capacity, and over what period of time, has this individual known you?
Phone:
Email address:
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Referee 2
Name:
In what capacity, and over what period of time, has this individual known you?
Phone:
Email address:
Potential or Actual Conflicts of Interest
Please give details of any business or other interests or any personal connections which, if you are appointed, could present a conflict of interest holding this role. These could include financial interests or share ownership, membership of societies, activities, associations or employment of a partner or friend in the particular field in which the public body operates.
Any potential or actual conflicts of interest detailed here will not prevent you going forward to interview but may, if appropriate, be explored with you during your interview to establish how you would address the issue(s) should you be successful in your application. If there are no potential conflicts of interest, please write "none".

12. Diversity Monitoring Form

Please tick or complete the appropriate boxes. The following information is required for monitoring purposes only and will not be provided to the selection Panel members.

Date of birth…………………………………………………………

Gender…………………………………………………………

Ethnic origin

Please show which group best describes your ethnic origin or descent by ticking only one of the boxes in the right hand column below.

WHITE / English
Irish
Scottish
Welsh
White other, please specify
BLACK / of Caribbean origin
of African origin
of other black origin (please specify)
ASIAN / ASIAN BRITISH / of Indian origin
of Pakistani origin
of Bangladeshi origin
of East African origin
of Chinese origin
of other Asian origin (please specify)
MIXED / Asian and white
Black African and white
Black Caribbean and white
Of any other mixed background

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Disability

Many people do not consider themselves to be disabled,however under the Equality Act 2010 you can consider yourself disabled if you have a physical or mental impairment and the impairment has a substantial and long term adverse effect on your ability to carry out normal day to day activities.

Taking this into account, do you consider yourself to be a disabled person?

YES / NO

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Sectoral Background

Is your career background:

Mostly in the civil service

Mostly in the public sector (not including civil service)

Mostly in the private sector

Mostly in the third sector/charity

Mixture of above, please state:

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Religion or Belief (optional)

You may wish to let us know your faith / religion / belief. Please tick against one of the following:

Agnostic / Jewish
Atheist / Muslim
Buddhist / Sikh
Christian / Other please specify:
Hindu
Humanist / Prefer not to say

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Sexual Orientation (optional)

You may wish to let us know how you describe your sexual orientation.

Bisexual

Heterosexual

Homosexual

Lesbian