Group Board Terms of Reference

Purpose

  • The purpose of the Muir Group Board is as follows:
    •   To ensure the viability and long-term success and growth of the Association and the Group as a whole.
    •   To direct and control the activities of the Association in accordance with the law, the constitution, regulatory standards, and good practice.
    •   To determine, and ensure compliance with, the mission, vision and values.
    •   To set a positive culture, with a strong customer focus.
    •   To develop, review and take ownership of the Corporate Plan, long-term financial plan and budgets.
    •   To agree, implement and monitor the outcomes of core business strategies.
    •   To agree and oversee the implementation of key policies and standards.
    •   To oversee frameworks for borrowing, investment and value for money.
    •   To agree all matters that might create significant financial or other risk to the Group, or that raise material issues of principle.
    •   To ensure that services are delivered to customers in line with agreed strategies, policies and standards.
    •   To establish and maintain appropriate levels of engagement with residents and other stakeholders.
    •   To invest in the development of new homes
    •   To establish strong and effective working relationships with the Chief Executive and other members of the Group Executive, providing oversight, direction and constructive challenge.

Membership

  • The Muir Group Board will comprise between five and twelve Board Members including co-optees. The Muir Group Board will agree the size of the Board’s membership from time to time. (Rule D2).
  • The Muir Group Board will select and review its membership on a regular basis ensuring it possesses the skills, knowledge and experience required to fulfil its purpose and core responsibilities and will take positive steps to address any gaps.

Quorum

  • The quorum for meetings is three Board Members (Rule D14). Board Members, who are employees, must be in the minority for any meeting of the Muir Group Board to be quorate.

Meetings

  • The principal arrangements for meetings of the Muir Group Board are as follows:
    • The Muir Group Board will normally meet six times a year as an ordinary meeting.
    • Additionally, special meetings may be called as required by the Chair or Secretary, or by other members in accordance with the rules.
    • The Group Executive will be in attendance unless otherwise directed by the Muir Group Board.
    • Others may attend all or part of the meeting at the invitation of the Muir Group Chair.

Core responsibilities

  • In relation to customer services the Muir Group Board’s responsibilities include:
    • Setting the standards for the delivery of services to customers including those delivered by a subsidiary.
    • Monitoring the performance of service delivery against agreed standards and value for money.
    • Developing a framework for measuring and monitoring customer satisfaction.
    • Monitoring the levels and nature of customer complaints.
  • In relation to human resources & facilities the Muir Group Board’s responsibilities include:
    • Appointing (and, if necessary, suspending or dismissing) the Chief Executive.
    • Ensuring appropriate succession planning for the Chief Executive and the other members of the Group Executive.
    • Agreeing remuneration policy for all employees within the Muir Group.
    • Agreeing the employee pay structure for the Group.
    • Setting Group Executive salaries, benefits and terms of employment.
    • Agreeing the annual pay review for all group employees.
    • Agreeing a framework for employee competency and appraisal
    • Agreeing policies for the recruitment and retention of employees including their terms and conditions of employment.
    • Agreeing changes to the establishment which are outside budget or may result in redundancies and are not delegated to the Group Executive.
    • Overseeing the viability of, and agreeing any changes to, pension arrangements.
    • Overseeing relations with any recognised unions or other employee representative bodies for the Group.
    • Ensuring compliance, and demonstrating leadership, with equality and diversity policy across the Muir Group.
    • Overseeing the Group’s legal responsibilities as an employer.
  • In relation to compliance the Muir Group Board’s responsibilities include:
    • Satisfying itself that the Group’s affairs are conducted lawfully and in accordance with generally accepted standards of performance, probity, good practice and regulatory requirements.
    • Assessing and certifying compliance with the regulator’s governance and financial viability standard and the NHF Code of Governance.
    • Agreeing the Group’s annual review and financial statements.
    • Considering and agreeing the contents of statutory and regulatory returns.
    • Considering and responding as appropriate to any regulatory judgement, viability review or consultation.
    • Monitoring the performance of subsidiaries and ensuring that they are complying with all legal and regulatory requirements.
    • Ensuring compliance with health and safety legislation, regulation and best practice.
  • In relation to strategy & policy the Muir Group Board’s responsibilities include:
    • Establishing a framework for the development, implementation and review of all strategies and policies.
    • Agreeing the Muir Group Corporate Plan and keeping it under review.
    • Agreeing subsidiary business plans.
    • Developing and agreeing business strategies.
    • Agreeing those policies which require Board approval, and delegating those which can be approved by the Group Executive or an individual member of Group Executive.
    • Ensuring that all policies enable legal and regulatory compliance.
  • In relation to governance arrangements the Muir Group Board’s responsibilities include:
    • Agreeing changes to any governance structures within the Group.
    • Agreeing any constitutional changes proposed for any Group member prior to approval by shareholders (or company members).
    • Creating, and delegating authority to, group committees or other Board Member bodies.
    • Delegating decision making powers to the Group Executive collectively and individually.
    • Agreeing amendments to the governance framework including delegated authorities.
    • Appointing (and, if necessary, removing) Muir Group Board Bembers, the Muir Group Chair or the Group Company Secretary.
    • Appointing (and, if necessary, removing) subsidiary Board Members.
    • Establishing and ensuring compliance with a code of conduct.
    • Agreeing a policy for the admission to the shareholding membership of the Association and any subsidiary.
    • Ensuring that the collective skills, knowledge and experience of Board Members (across the Group) remains appropriate for the business.
    • Developing a succession plan to address Board renewal (across the Group).
    • Agreeing a process for the annual appraisal of the Muir Group Board (collectively) and Board Members (individually); and Subsidiary Boards as appropriate.
    • Agreeing Board Member agreements for services and all policies (and sums) for Board Member remuneration and expenses on recommendation from the Group HR & Governance Committee.
  • In relation to financial management the Muir Group Board’s responsibilities include:
    • Agreeing the long-term financial plans for the Group.
    • Agreeing the annual budgets, and cash flow forecasts for the Group.
    • Setting key financial indicators and monitoring financial performance against budgets.
    • Acting (including intervening in subsidiary governance and management) in relation to any serious financial under-performance or risk to viability.
    • Establishing and monitoring a framework for value for money.
    • Setting all residential rents.
    • Agreeing the framework for setting service charges.
  • In relation to borrowing the Muir Group Board’s responsibilities include:
    • Agreeing a group treasury policy and an approach to borrowing including assessing the viability and the terms for the raising of private finance.
    • Considering and agreeing loans and the terms and conditions attached to those loans (including giving consent for any borrowing by any subsidiary or on-lending to a subsidiary).
    • Considering and agreeing the creation of any fixed and/or floating charges to be given as security for loans and the terms and conditions attached to those charges.
    • Authorising the affixation of the seal, and signatories to witness the seal, on loan agreements and security documentation; and the execution of loan agreements under hand.
    • Authorising the execution of any related notices, letters or documents and performance of all matters, acts and things (which those authorised in their absolute discretion deem to be necessary or desirable) in connection or in relation to any loan or finance.
    • Monitoring compliance with all loan covenants.
  • In relation to audit, risk & controls the Muir Group Board’s responsibilities include:
    • Agreeing a framework for the identification and management of risk; safeguarding the assets and reputation of the Group.
    • Overseeing the effectiveness of risk management practice (including stress testing) across the Group.
    • Agreeing a framework of control including internal and external audit systems and procedures.
    • Agreeing the statement of internal control assurance for the Group.
    • Agreeing the appointment or removal of the internal or external auditors for the Group.
    • Ensuring the maintenance of adequate insurance cover.
    • Agreeing amendments to the financial regulations and authorisation levels for expenditure.
    • Agreeing authorised signatories for regulatory certifications and for all bank accounts.
    • Compromising, settling, conducting, enforcing or resisting either in a court of law or by arbitration any suit, debt, liability or claim by or against the Group which are material, by reason of value or impact on the reputation of the Group.
    • Agreeing any out of court settlement of legal claims in excess of the limits set in the financial regulations.
    • Agreeing the framework of control relating to health & safety and monitor performance.
  • In relation to contracts & disposals the Muir Group Board’s responsibilities include:
    • Agreeing contracts which are material, strategically or by reason of size, other than where expressly delegated and within the limits set in the financial regulations.
    • Agreeing any major capital programmes and projects that present a significant risk to the viability of the Group.
    • Agreeing and keeping under review any external contracting, ensuring social housing assets are not placed at risk.
    • Agreeing the disposal of any assets above the limits set in the financial regulations and outside delegated authorities.
    • Agreeing any major investments including the purchase and/or lease of office accommodation, vehicle fleets, and major IT systems.
    • Agreeing the appointment of the Group’s solicitors and bankers.
  • In relation to business improvement & review the Muir Group Board’s responsibilities include:
    • Establishing a framework for performance monitoring across the Group.
    • Monitoring key performance indicators against agreed targets and benchmarking information and directing corrective action where necessary.
    • Agreeing a business improvement plan for the Association.
    • Setting the parameters for key strategic projects including scope, budget and other resources, timescales, monitoring and reporting.
  • In relation to business growth the Muir Group Board’s responsibilities include:
    • Developing a strategy for the organic and non-organic growth of the Group.
    • Agreeing any diversification into new activities and new markets by the Group.
    • Setting out the parameters within which the Chief Executive or advisers may engage with other organisations and individuals in furtherance of any agreed growth plans.
  • In relation to asset management, repairs & maintenance the Muir Group Board’s responsibilities include:
    • Agreeing and keeping under review a framework for the repair and maintenance of the Association’s assets.
    • Agreeing the annual stock investment programme and the parameters for its procurement including the selection of contractors, suppliers, professional advisers and consultants.
    • Monitoring the delivery of the Association’s stock investment programme, responsive repairs, voids, cyclical maintenance and safety servicing.
    • Ensuring up to date data on the condition of the housing stock and related assets.
    • Maintaining a thorough, accurate and up-to-date register of the Association’s assets and liabilities.
  • In relation to development the Muir Group Board’s responsibilities include:
    • Agreeing the programme for the development of new homes, including the commitment of internal and external funding in line with long term financial plans.
    • Agreeing the methods for appraising the costs and risks of development schemes and the parameters for the approval of schemes.
    • Overseeing the arrangement of private finance for development.
    • Agreeing feasibility studies, funding bids, land banking or acquisition.
    • Agreeing any development schemes outside the approved programme and/or agreed scheme appraisal parameters.
    • Agreeing the parameters for the procurement of the development programme including the selection of developers, contractors, suppliers, professional advisers and consultants.
    • Agreeing any partnerships with other housing associations or developers for the delivery of new homes.
    • Monitoring the delivery of the Group’s development programme.
  • In relation to housing & neighbourhood services the Muir Group Board’s responsibilities include:
    • Agreeing policies for the allocation and letting of the Association’s homes.
    • Agreeing policies for the management of tenancies including tackling anti-social behaviour.
    • Agreeing policies for delivery of housing with support for older and other vulnerable people.
    • Agreeing mechanisms for investing in the neighbourhoods and communities where the Association works.
  • In relation to engagement the Muir Group Board’s responsibilities include:
    • Ensuring that the Association sufficiently engages with customers and that their views, needs and priorities are taken into account.
    • Ensuring that involvement structures and mechanisms are adequately supported and resourced including enabling customers to scrutinise the work of the Association.
    • Ensuring that the Association sufficiently engages with other stakeholders.
    • Establishing mechanisms for communicating information relating to performance to customers and other stakeholders.

Reserved matters for the Muir Group Board (which cannot be delegated)

  • The following is a schedule of significant matters specifically reserved for the Board’s decision, which cannot be delegated to the Group Executive (collectively or as individuals) or to the group committees or to a subsidiary Board:
    • Expansion of the Group’s operations into new activities or geographic areas.
    • Any decision to cease a material part of the Group’s operations.
    • Changes to corporate structure, including the setting up of subsidiaries, mergers, acquisitions.
    • Approval of resolutions to be put forward to shareholders by the Muir Group Board at a general meeting of the Association’s shareholders.
    • Changes of the structure, size and composition of the Muir Group Board or a Subsidiary Board.
    • Approval of group committee membership and group committees’ terms of reference.
    • Appointment or removal of any Board Member of the Association (or any subsidiary as appropriate within the articles of association) and the Secretary.
    • Approval and high level oversight of major capital programmes.
    • Ensuring adequate succession planning for board member and senior management appointments across the Group.
    • Approval of key policies, including a code of conduct and expected behaviour.
    • Ruling on conflicts of interest arising for individual Board Members.
    • Changes to the schedule of matters reserved for the Muir Group Board’s decision.

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