Board structure
The current governance structure for the Association is:
- The Board
- People & Remuneration Committee
- Audit & 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 National Housing Federation's Code of Governance 2020 and Code of Conduct 2022. Further details of the Board's role and its membership are given on the 'Role of the Board' and the 'Board Membership' pages.
People & Remuneration Committee
- Ceceila Tibble - Chair
- Henry Barker
Purpose
1. Chief Executive Appraisal - Ensure an effective annual appraisal process is in place for the Chief Executive, led by the Chair (or Vice Chair in their absence).
2. Executive and Board Remuneration - Recommend to the Board the level, structure, and composition of remuneration for the Chief Executive, Executive Team, Chair, and other Board/committee members, including pensions and benefits.
3. Termination and Severance Oversight - Ensure contractual terms, termination arrangements, and severance payments for the Chief Executive and Executive Team are fair, compliant with regulations, and approved by the Board.
4. Benchmarking and Market Alignment - Regularly review remuneration and benefits, including external benchmarking at least every three years, to ensure competitiveness and alignment with sector standards.
5. Organisational and Structural Changes - Review and recommend significant organisational restructures or changes to Executive roles that impact budgets or financial plans for Board approval.
6. HR Policy and Performance Oversight - Review and recommend key HR-related policies, oversee HR KPIs, staff surveys, and ensure continuous improvement actions are monitored.
7. Pay Review and Risk Monitoring - Recommend the annual staff pay review to the Board and maintain awareness of significant HR or employment risks, providing assurance and recommendations in line with governance and legislation.
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.
Membership
The Committee shall comprise up to a minimum of three members appointed by the Board.
Meetings
The Committee shall meet three times a year.
The Minutes of the Remuneration Committee shall be reported to the Board.
Quorum
Quorum shall be two members.
Audit and Risk Committee
- Hayley McKay (Chair)
- Jasbir Sidhu
- Max Skinner
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.
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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.
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To monitor and review the effectiveness of the Group’s internal audit function in the context of the Group’s overall risk management system.
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To consider and review the annual report on the insurance portfolio, and risks covered and excluded, and advise Board.
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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.
The Minutes of the Audit & Risk Committee shall be reported to the Board.
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
- Cecelia Tibble (Chair)
- Henry Barker
- Tim Blacker
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.
Quorum
Three members must be in attendance for a Sub Committee meeting to be quorate.
