Board Member Role Profile

Notes:

  • This profile covers both Muir Group Board Members and their role for the Association; MPS directors and their role for the Company; and their duties towards the Group as a whole.
  • There are additional duties applicable to those in positions of office.

Introduction

Muir Group Board Members are responsible for the overall governance and strategic direction of the Group; developing and committing to its mission, vision and strategic objectives; and ensuring its continuing financial viability – all in accordance with the constitution, the law and regulatory requirements. This role profile is designed to guide them in fulfilling their duties and responsibilities.

Muir Property Solutions directors are similarly responsible for the company but within the context of the Group Corporate Plan and the MPS business plan as agreed by the Muir Group Board. Some matters specified below (*) require the consent of the Muir Group Board. This role profile is designed to guide them in fulfilling their duties and responsibilities.

The role profile and person specification is intended to set out the generic requirements of Board Members. 

Principal duties as a Board Member

The principal duties of all Board Members are set out below:

  • To exercise independent judgment and to act only in the interests of the Association/Company and the Group as a whole and not on behalf of any individual or entity.
  • To act in accordance with the law and the constitution and only exercise powers for the purpose for which they are conferred.
  • To act in a way that enhances the success of the Association/Company and the Group as a whole.
  • To exercise reasonable care, skill and diligence.
  • Where practicable, to avoid, and in any event robustly manage, a situation where there is or may be a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Association
  • To ensure that no benefit is accepted from a third party conferred by reason of being a Board Member or of doing (or not doing) anything as a Board Member.
  • To declare the nature and extent of any interest to the Muir Group Board, MPS Board or Group Committee if in any way, directly or indirectly, interested in a proposed transaction or arrangement.
  • To have regard to any relevant advice provided by executives and other advisers when reaching decisions.

Main responsibilities as a Board Member

The main responsibilities of all board members are set out below.

Strategic Leadership

  • To help develop, agree and share in the Group’s mission and vision. (*)
  • To uphold and demonstrate the Group’s values and the principles for which it stands.
  • To participate in the development of strategies and policies and agree them. (*)
  • To focus on the development, setting and monitoring of objectives, performance targets and benchmarks across all aspects of the business. (*)
  • To contribute to the evaluation of opportunities, threats and risks across the external environment and strengths and weaknesses in the internal environment.
  • To keep up to date with issues within the sectors that the business operates.

Good Governance

  • To be focused on ensuring that the Association/Company is managed efficiently, effectively and in compliance with the requirements of the law, the constitution, regulation, adopted codes and best practice.
  • To ensure the integrity of financial information: approving long term financial plans and annual budgets and annual accounts prior to publication. (*)
  • To challenge the robustness of frameworks for financial planning, management of risk, health and safety, internal controls and the safeguarding of assets.
  • To comply and act within policies, procedures and guidance as set and amended from time to time by a Board, Committee or other authorised body.
  • To fully participate in Board (and if appointed, committee) work; and participate in working groups, focus groups, or panels in support of the overall governance of the Group.
  • To uphold the Code of Conduct and the reputation of Muir Group and not do anything which may bring discredit upon it.
  • To promptly declare any relevant interests, financial or non-financial, for entry in the register.
  • To act as a role model for good governance practices and behaviours.
  • To hold the Executive Management Team to account.

Effective Meetings and Decision Making

  • To prepare for meetings and other events by reading the reports, seeking clarification where necessary and when possible from report authors before meetings.
  • To receive and consider reports prepared by employees, agents and advisers and question these to ensure that a range of options are set out (where appropriate) and decisions are well founded.
  • To regularly attend meetings, participate fully in discussions and share responsibility within the decision-making process.
  • To treat written information labelled as confidential, or oral information provided in confidence, as strictly confidential at all times unless otherwise authorised to release such information.
  • To debate in a proper, respectful manner, addressing only matters in hand, keeping contributions relevant, and avoiding operational detail.
  • To contribute to, share responsibility for, and uphold decisions irrespective of any individual position taken in debate or voting.
  • To ensure all decisions are made in the best interests of the Association/Company and the Group as a whole and support a solution focused approach where these conflict.

Performance, Development, Communication and Relationships

  • To attend appropriate training and other events and represent the Association/Company and Group as required.
  • To participate openly and honestly in collective and individual appraisals, skills audits and succession planning.
  • To work effectively with all employees, recognising the Board’s duty of care as an employer and the executive’s responsibilities for management and supervision.
  • To be open in communication and maintain good working relationships with all others involved in governance, leadership and partnerships.
  • To demonstrate proficiency in the use of information technology in conducting business.
  • To act as an ambassador for the Association/Company and the Group as a whole; networking and promoting its achievements and benefits.
  • To demonstrate commitment to equality and diversity.
  • To demonstrate commitment to robust Health and Safety policies and procedures within the Group

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