Board structure

The current governance structure for the Association is:

  • The Board
  • Remuneration Committee
  • Audit and Risk Committee
  • Development Committee

The Board:

The Board comprises volunteer members who have an interest in the Associations aims and work. It is responsible for the policy and overall management of the Association. Members are elected at the Annual General Meeting by the shareholders of the Association and may include tenant members.

The Board meets quarterly and has adopted the 2015 National Housing Federation's Code of Governance. Further details of the Board's role and its membership are given on the 'Role of the Board' and the 'Board Membership' pages.

Remuneration Committee

  • Ceceila Tibble - Chair 
  • Henry Barker 

Purpose

  1. To appraise of the performance of the Chief Executive, such appraisal to be carried out at least annually
  2. To recommend to the Board the level and structure of remuneration for the Chief Executive, including any pension or other entitlements
  3. To ensure that contractual terms on termination, and any payments made, are fair to the individual and to the Association, and having regard to the reputation of the social housing sector
  4. To recommend to the Board the level and structure of remuneration for the Chair of the Board and other Board and committee members
  5. To establish the selection criteria, select, appoint and set the terms of reference for any remuneration consultants who advise the committee

Membership

The Committee must comprise up to three members appointed by the Board. A quorum shall be two members. The Chair will not Chair the Committee.

Meetings

The Committee shall meet as often as required to fulfil its terms of reference, but not less than once a year.

The Minutes of the Remuneration Committee shall be reported to the Board.

Audit and Risk Committee

  • Steven Kirkbride
  • Lisa Ford
  • Hayley McKay (Chair)

Purpose

  • To keep under review and advise Board on the effectiveness of financial and governance policies & procedures.
  • To monitor and review the integrity of the financial statements of the Association, including the annual report and accounts, reviewing significant financial reporting issues and the judgments.
  • To keep under review, and report to / make recommendations to the Board in relation to, the adequacy and effectiveness of the Association’s internal financial controls and internal control and risk management systems.

  • To monitor through internal audit reports the Association’s compliance with all relevant law and statutory and regulatory requirements including those of the Regulator of Social Housing and the Financial Conduct Authority.

  • To monitor and review the effectiveness of the Group’s internal audit function in the context of the Group’s overall risk management system.

  • To consider and review the annual report on the insurance portfolio, and risks covered and excluded, and advise Board.  

  • To consider and make recommendations to the Board, (to be approved at the AGM), regarding appointment, re-appointment and removal of the Association’s external auditor.

Membership

Up to 4 Non-Executive Directors with a minimum of 3. At least one member of the Committee will have competence in accounting/and or auditing and committee members as a whole shall have competence relevant to the sectors WHA operates in. 

The WHA Chair will not be a member of the Committee but may attend by invite.

Attendees will comprise the CEO, Operations Manager, Financial Accountant and Corporate Services Officer and any other by invitation.

Meetings

Meetings of the Committee shall be held at least 4 times a year with dates set and agreed by Board for any calendar year at the end of the previous year.   Only members of the Committee have the right to attend meetings.  Alongside attendees, others may be invited to attend for all or part of any meeting.

Quorum

3 Non- Executive Directors

Approval Outside of the Meeting Cycle

A resolution agreed by email by at least 2 Non-Executive Directors shall be valid and effective as if it had been passed at a properly called and constituted meeting of the Committee. 

Development Committee

  • Steven Kirkbride
  • Henry Barker
  • Cecelia Tibble (Chair)

Purpose

  • To consider/appraise proposed schemes. This consideration to include housing needs and alignment with local strategic priorities; scheme design & unit mix; compliance; scheme costs and viability; risks
  • After appraising a development to make recommendations to the Board
  • To approve funding bids to Homes England for development within the affordable housing programme
  • Feedback recommendations and decisions to Board.
  • To decide, where necessary, the names of new developments built.

Up to 4 Non-Executive Directors with a minimum of 3. 

The WHA Chair will not Chair the Committee.

Attendees will comprise the CEO, Operations Manager, Financial Accountant, Development Officer and Corporate Services Officer, plus any other by invitation.

Meetings

The Committee shall meet as often as required to fulfil its terms of reference, but not less than once a year.

The Minutes of the Development Committee shall be reported to the Board.