Homes in Sedgemoor Board
The purpose of Board meetings is to make decisions, to set and evaluate strategy, to review the company’s performance and to direct its affairs
Board minutes of the in-person Board Meeting held in the Sedgemoor Room in Bridgwater House, Bridgwater on Tuesday 27 September 2022 at 1pm
Present: Cllr Janet Keen
Cllr Kathy Pearce
Cllr Lance Duddridge
Jenny Vernon Karen Wilce Marie Hide
Paul Hackett
Paul Stephenson (Chair)
In Attendance: Ben Lane, Director of Finance and Performance
Claire Tough, Director of Communities and Customer Services
Naomi Macey, Director of Asset Management & Safety
Pauline Kelly, Executive Assistant (minutes)
Hatch, Chief Executive
Ann Hooper, STAC
Harvey, Assistant Director
1. Welcome guests and note apologies
PS welcomed Board members, attendees, and guests to the meeting.
2. Declaration of Interests
There were no further declarations other than those previously recorded on Board Members’ Declaration of Interests Forms.
3. Minutes of the meeting held on 26 July 2022
It was agreed that minutes recorded on 26 July 2022 are a true record.
RESOLVED
• The Board NOTED and APPROVED the minutes of the meeting recorded on 26 July 2022.
4. Matters Arising of the meeting held on 26 July 2021
Members noted the matters arising from the Board meeting held on 26 July 2022.
RESOLVED
• The Board NOTED and APPROVED the minutes of the meeting recorded on 26 July 2022.
5. Election of Roles and Confirmation of Committee Membership
Task for the Board to appoint Chair and Vice Chair of Board; Chair and Vice Chair of Audit and Risk Committee and ratify the membership of STAC along with the approval of the nomination received for council member on STAC and the Board member on STAC.
The Board is recommended to:
a) Consider and APPROVE the re-appointment of Paul Stephenson as Chair of the Board. Proposed by LD and seconded by JV.
b) Consider and APPROVE the re-appointment of Jenny Vernon as Vice Chair of the Board. Proposed by LD and seconded by KP.
c) Consider and APPROVE the following re-appointments to the Audit and Risk Committee (ARC). Proposed by PS and seconded by KP.
i. Cllr Lance Duddridge (Council Board Member)
ii. Paul Hackett (Independent Board Member)
iii. Marie Hide (Tenant Bord Member)
iv. Jenny Vernon (Independent Board Member)
d) Consider and APPROVE the re-appointment of Jenny Vernon as Chair of the ARC. Proposed by PS and seconded by KP.
e) Consider and APPROVE the re-appointment of Marie Hide as Deputy Chair of the ARC. Proposed by PS and seconded by KP.
f) To endorse the appointments of the following Committee Members to the STAC. Proposed by PS and seconded by LD.
i. Mrs Pauline Hayes
ii. Mrs Ann Hooper
iii. Mr Martin Head
iv. Miss Aimee Payne
v. Mr Scott Macfarlane
g) To NOTE that no nominations for the Chair and Deputy Chair of the STAC have been received.
h) Consider and APPROVE the re-appointment of Cllr Lance Duddridge to the position of District Councillor on the STAC. Proposed by JV and seconded by KP.
i) Consider and APPROVE the appointment of Karen Wilce to the position of Board Member on the STAC. Proposed by PS and seconded by KP.
PH asked if a current Board member could put themselves forward to be Chair. BL confirmed they could; if PS decided he did not want to hold the position after his yearly commitment a current board member could put themselves forward and current Board members would vote.
MH queried the wording around SDC elected councillor member for STAC. CT confirmed SDC provide a recommendation of a council member from our Board to be on STAC.
JV noted the continuing challenges of finding a STAC Chair – this is becoming a common theme. JV confirmed lots of tenant groups are now looking to have an external Chair which gives the added bonus of enabling tenants to concentrate on joining in the debates.
CT confirmed that a current tenant has shown an interest in joining STAC and holding the Chair position. When more information is available, CT will update members further.
RESOLVED.
• The Board APPROVED the appointments.
6. Chairs Update
No questions were raised, and members noted the update.
RESOLVED
• The Board NOTED the update
7. Chief Executive’s Update Report
No questions were raised, and members noted the update.
RESOLVED
• The Board NOTED the update.
8. Chair of Audit and Risk Update (verbal)
JV confirmed ARC met last week and the following highlights noted.
• Internal audit report confirmed all outstanding items, from last report, have now been completed.
Key findings were that Asbestos and Lift policies were not communicated as well as they ought to be NM accepted the housekeeping improvements and confirmed the latest copies of polices are now in the right place.
• ARC comfortable with how ET are controlling the risk register and found the updates from BL very useful.
• With a possible rent increase coming, the only risk that committee members could find was negative PR. PS confirmed discussions will be held on this subject at the Board Away Days.
• Detailed management accounts are helpful to enable ARC to drill down. ARC agreed that a summary ‘plus’ report of the accounts would be coming to Board, with a full set available for Board members if required.
• Compliance: always a joy to see how far we have come and how the team are keeping on top of actions.
• Business Continuity Plan: the recent training exercise went well.
MH asked if we were considering pushing the BCP to destruction to ensure we can cope. BL agreed it felt appropriate and will discuss with ARC to see how far we push.
PMH reiterated that these tests, following Grenfell, are put in place to see how HiS and SDC work together as well as systems/processes. Once the new authority is in place, this could be a time to carry out a destruction test. PMH confirmed BL has it in his sights to refine the process.
PS asked BL to take a brief to ARC for discussion
PS thanked JV and all the ARC members for their work and continued assurance
ACTION
BL to draft a BCP destruction test plan and take to ARC for discussion.
RESOLVED
• The Board NOTED the verbal update.
9. STAC Update
CT confirmed there was no written update for this meeting due to the planned STAC meeting needing to be moved as staff are currently involved with the STAR Awards planning. The group are now meeting on the 4 October.
RESOLVED
• The Board NOTED the verbal update.
10a. Governance Framework: Review of Board Composition
BL gave a brief update and highlights of discussions noted.
• A decision paper was presented to Board on a proposal to review the Board composition.
• Board members had previously requested that a consultation be held with STAC on the proposed change to Board composition due to issues in recruiting a third Tenant Board member.
• Due to difficulties in recruiting a third tenant member to the Board, option being proposed is Option 3: move to 4 independents, 3 councillors and 2 tenants.
MH advised she could not support less tenants on the Board KW also agreed with keeping to three tenant Board members.
LD acknowledged that in an ideal world we would have more tenant involvement however unfortunately this has been a struggle. An option could be that an independent could be a tenant.
MH stated she is happy to continue with the third empty tenant seat to ensure tenant numbers are not reduced.
• PMH advised that ET are not supporting anything that dilutes tenant support. We have been running with one tenant member since August 2021 and only with two since KW joined in May 2022.
PMH reiterated that following the governance review, where the recommendation (supported by SDC) was to move to skills-based Board members, with LGR just around the corner, we need to fill that empty seat whether it be tenant or an independent tenant with skills required on the Board.
• KP acknowledged her concerns about continuing with an empty seat and would be happy to move to four independents. KP also asked around the possibility of increasing to 10 members, then keeping three tenant members. PMH advised that national trend is to reduce numbers on Boards rather than increase them.
• MH felt only a small number of authorities had tenant Board members. PH stated he was aware of many organisations who still have tenant members or tenant influence through other mechanisms.
• KW raised her concern that the number of tenant Board members could be reduced further at a later stage. PMH advised that this could not be done without the Board’s approval.
PH queried if we could give remaining tenant Board members of power of vito written in the Articles to say we could not reduce tenant Board members below 2. PS confirmed yes, this should be possible. PS stated that he would not preside over any further reduction below 2 tenant Board members.
• JK acknowledged it is increasingly difficult to find different skills in the voluntary sector. JV asked KW if she could speak with her tenant group of friends to find out what skills they could offer. All would be welcome.
• JV raised the findings of the recent Board members skills audit and the skills this exercise had highlighted. PS noted it was commercial business, ICT and HR. JV asked whether we could we make the vacant place on Board a place for STAC with no vote?
• KP asked could we co-opt people with these skills onto Board. PS confirmed we could.
• PS referred back to MH statement that she would prefer a vacant seat than reduction in tenants on the Board. Could this space be filled by a leaseholder?
General consensus preferred for a tenant member and also the option to co-opt the chair of STAC into the tenant Board seat.
CT confirmed the possible new STAC Chair had skills in housing
• JK stated that the seat needed to be a voting position. PS suggested the seat could be used by a co-optee identified for specific skills for six months until no longer needed.
• PS moved to bring members together to decide the way forward
Following discussions, PS put forward the suggestion to move to Option 3 with a caveat that the vacant seat be ideally filled by a tenant with appropriate skills as identified on the skills matrix. The recruitment campaign for the new independent Board member would target both tenants and non-tenants on the basis that tenants may possess the skills required and could sit as independents.
Also, to give consideration that the Chair of STAC be member of Board. We could write something in the articles to show this change.
• JV queried what would be the plan if we had no tenants come forward with the required skills. PS advised we would recruit an independent.
Agreement that, if tenant members drop below three, the vacancy would always be pushed towards tenants before opening up the vacancy to independents.
• For confirmation, BL asked Board, in terms of the new hybrid proposal for Option 3 that the first round of recruiting would be specifically formal targeting tenant groups and once exhausted the vacancy would then open up to independents; or would these run concurrently? PS confirmed that recruitments would run concurrently, and the best candidate would be selected.
• JV suggested, as members are appraised every year, members need to consider if it is their time to go to ensure new skills set that are needed can be brought in.
PS in agreement with JV suggestions.
• Hybrid Option 3 was proposed by PS, with LD, PH, JK, JV, MH approving.
ACTION
BL to include caveat to the Option 3 proposal as detailed in discussions.
CT to invite the Chair of STAC to join Board meetings in a non-voting guest capacity.
10b. Governance Framework: Board Members Expenses Policy
These documents have been reviewed by the Governance working party. Expense policy has been refreshed in conjunction with HMRC guidance.
Members were concerned that the rules regarding family member carers were too restrictive. BL agreed to review this requirement.
Members approved the policy subject to amendments re carers.
Action
BL to review the wording on expenses to lost earnings for family member carers and share revisions with the Governance working party.
10c. Governance Framework: Board Performance Development Scheme Policy
The annual questionnaire was communicated to Board, ARC and STAC members plus CT as current chair of STAC.
Board agreed the engagement of an external assessor to conduct a full formal review of effectiveness in accordance with the Board Effectiveness and Board Member Appraisal Policy.
RESOLVED
• The Board considered the Board Composition proposal and APPROVED the recommended Option 3 plus together with stated caveats regarding advertisement to tenants. P, should this be in 10a?
• APPROVED for adoption the following Governance Framework documents:
Board Members’ Expenses Policy Board Performance Development Scheme Policy
• Board NOTED the results of the annual Board, Committee and Chair Effectiveness Questionnaire and APPROVED the engagement of an external assessor to conduct
a full formal review of effectiveness in accordance with the Board Effectiveness And Board Member Appraisal Policy
11. Winter Hardship Support
CT gave a brief update, and the following highlights were discussed.
• JV asked the question what we will do if the hardship issues continue. CT confirmed this would be a discussion within ET who would then bring a report to Board for decision/approval to extend any help beyond 31 March 2023.
• KP agreed with providing support to see tenants through these difficult times. KP suggested that it would be useful if, at the end of March, a report could be drafted on the retrofitting and how this would make homes more cost effective.
• PS queried how we would rationalise funding of installing showers and/or taps.
NM confirmed a matrix had been created, looking at least sufficient properties for example tenants with large water tanks will be one priority due to the time/cost to heat the water. At the moment this is the type of demand we have seen and what we can deliver. NM recognised this is not a perfect solution however it is the criteria we can work with.
• PS asked if it could be possible to run final solutions passed STAC members. CT confirmed she will be taking this to the next STAC meeting on 4 October.
• MH suggested that HiS hold discussions with tenants in rural and not just urban properties on what they feel their house needs. Rural homes have different challenges and needs.
• PS reiterated the support would be for this year only. ET to draft a report to feedback on retrofit and how this would impact
Transfer use of fund approved by all.
ACTION
NM to draft a report on retrofit progress by March 2023 and how this would impact cost of living help.
RESOLVED
• The Board APPROVED the reallocation of £200k of reserves agreed for mortgage rescue to support and help mitigate the impact of the cost-of-living crisis during the next 6 months.
12. Compliance Report – June 2022
NM gave a brief update, and the following highlights were noted.
• Lifts: as the contract is run by SDC, we are working together to ensure the contract works for us. A review meeting has been set up for HiS and SDC to meet with Zurich to ensure we have better communication.
• Gas Capping: the team is reviewing contractor capped services where no access could be gained to the property and where the property had an external meter and no credit on the meter. We are currently liaising with our tenants regarding capping and ascertaining if they want the supply uncapped.
Staff are moving quickly to deal with this issue and reimbursing tenants if any hardship has been experienced. NM did clarify that due to the energy crisis we may see more tenants asking for services to be capped and we are working with those tenants to avoid this.
MH asked if there is a penalty in the gas contract. NM confirmed there was no specific penalty however we are taking this up with them and the contractor will cover all costs.
MH asked if we are looking at doing anything for electric energy hardship NM reiterated we are doing everything we can however there is only so much we can do. Maria Kelly, our energy advisor, is drafting information leaflets to offer ways for tenants to best use their energy.
• PH expressed the need for tenants to be compensated for loss of amenities as well as having to pay the standard charge still being incurred following capping, as the supplier had not been informed to stop the service. NM confirmed the contractor will be covering this.
RESOLVED
• The Board NOTED the contents of the report.
13. Sustainability Strategy Update
JV asked how long the demonstration property would be vacant for. NM advised that we will be holding open house viewings at the property that has received a retrofit, for three months to show what the technology can do. The property will be monitored during this time.
MH stated that the monitoring of the property should continue whilst occupied. NM advised that after the initial three months, the property will be released and relet and ongoing monitoring will continue 12 months after the tenant moves in. The tenants will be informed of this requirement before the letting of the property.
NM will ensure Board members are invited to see the property during the three months viewing period.
RESOLVED
• The Board NOTED the contents of the report.
14. Local Government Reorganisation Update (LGR)
JV asked if Board members could meet the new Somerset council CEO (Duncan Sharkey) at some point. PMH confirmed he and BB have a meeting with Duncan on 14 October. An invitation to a Board meeting will be extended. KW asked if the meeting could include STAC as well as Board. All agreed to this suggestion.
ACTION
PMH to extend an invitation for Duncan Sharkey to meet with Board and STAC members.
RESOLVED
• The Board NOTED the contents of the report.
15. Audit & Risk Committee – Review of Performance (Annual) (verbal)
Update from JV and the following highlights were noted.
• Internal Auditors: SWAP are giving a good service. Reasonable assurance has been gained for governance and contract management, substantial assurance for gas safety and water checks. All management tasks completed. Dan Newens is always available if needed and they are very complimentary about the HiS teams they work with.
• External Auditors: Bishop Fleming have received excellent support from all HiS teams, with all information provided quickly. Signed off accounts at the end of the year.
• Management Accounts and Budget: JV acknowledged how great it was to have BL onboard, he is very frank and straight talking, letting ARC know what he would like to be differently.
• Compliance: great progress, very open, nothing hidden.
• La Ciotat House: looked at lessons learned, and processes put in place to ensure it does not happen again.
• Risk Register: gives a better focus, SWAP have suggested some changes and ARC will keep an eye on these.
• Terms of Reference for ARC and Role of ARC Chair signed off.
• Assurance: ARC feel the level the organisation is currently at would be between reasonable and substantial. Great work done by everyone. ARC is happy to recommend the risk register to the Board.
• Management mapping of risk: appreciate the honesty from BL. JV cannot thank BL enough for all the help through the year. Thanks to Louise Pither for note taking and ARC members for their hard work.
• JV also welcomes and appreciates the frank talking from members of staff, again very open and nothing is hidden.
RESOLVED
• The Board NOTED the contents of the report
16. Review of RSH Consumer Standards including Social Housing White Paper (six month review)
No questions were raised, and members noted the update.
RESOLVED
• The Board NOTED the contents of the report
17. Statutory and Other Registers (six-month update)
Members noted the update and requested that gift costs be included on the report for information.
ACTION
BL to include gift cost for Board member information.
RESOLVED
• The Board NOTED the contents of the report.
18. Accounting Policies Annual Review
No questions were raised, and members approved the review.
RESOLVED
• The Board APPROVED the recommended accounting policies and practices for the production of the 2022/23 statutory accounts
19. Value For Money Annual Report
Members noted the report and requested the VFM strategy be aligned with the new Corporate Strategy.
RESOLVED
• The Board NOTED the contents of the report.
20. Actions from April Board Away Days - Update
No questions were raised. JV thanked PMH for the update which was duly noted by members
RESOLVED
• The Board NOTED the contents of the report