Swan Housing Association - Annual Report and Financial Statements 2019 - 2020

Page 63

A brief overview of the constitution of the Committees is given below. Other panels and working groups are formed as considered appropriate to deal with particular issues as they arise.

Audit and Risk Committee The Audit and Risk Committee consists of four members, two of whom are Board members, currently Devan Bala (Chair) and Peter Baynham and two independent members, Hugh Titcomb and Doug McCann. It plans to meet at least four times per year. It receives reports from the external and internal auditors and reviews the processes for audit and risk management. The Committee is chaired by a member of the Board, who is not the Chair of the Board of Swan Housing Association Limited.

Remuneration and Appointments Committee This Committee comprises of the Vice Chair (as Committee Chair), the Board Chair and two other Members of Swan Housing Association Limited Board. During the year 2019/20 the members of the Committee were Peter Baynham (Committee Chair), Valerie Owen, Elizabeth Sipiere (until 31/10/19), Devan Bala and Jane Bristow (with effect from 01/11/19). It continues to meet at least annually and considers Board structure and appointments, the working arrangements and remuneration of the Board, Chief Executive and Executive Directors. The Committee is chaired by a member of the Board who is not the Chair of the Board of Swan Housing Association Limited.

Operations Committee The Operations Committee focuses on all aspects of the effective and efficient operational delivery of the Group's services, ensuring feedback from tenants and other service users and promoting high standards. The Committee comprises eight members, two from the main Board, currently Elizabeth Sipiere (Chair) and Jane Bristow, four residents namely, Kobirul Islam, Rod Swan Housing Association Limited | Year ended: 31 March 2020

Lamb, Mayuri Parmar and Beverley Neufville and two independents, Glyn Kyle, and Peter Brooks. The Committee meets at least four times per year.

Development Committee This Committee oversees the Group's development of new homes and explores and oversees new business streams or initiatives, outside the core Association housing rental and care service businesses. It also reviews the Group's growth and investment strategies in relation to the manufacture of modular housing and monitors the performance of the Group's modular factory. The Committee comprises up to five members, two from the main Board namely Steve Akeju (Chair) and Simon Harden (Chair of Swan New Homes Board) and three independents, namely Simon Hardwick, Phillippa Cardno and Claire O’Shaughnessy. It meets at least four times per year.

Declarations of Interest All Board and Committee members are required to declare any interests annually and otherwise at meetings where potential issues may arise. Individuals with a relevant interest are required to leave the meeting, unless requested otherwise by the Board/ Committee membership, and in any event do not vote on the issue concerned. A Conflicts of Interest Policy is in place and reviewed on a regular basis.

Board Remuneration The Board has determined, following independent advice and benchmarking, that it is appropriate, and continues to be appropriate, that Board members should be paid for their time and dedication. Committee members who are not Board members also receive fees for their services. The annual fees paid to Board members in position during the year are set out below. In addition, Board members are reimbursed for any expenses incurred in carrying out their duties and in attending Board or Committee meetings. The remuneration of those Board members who are also Executive Directors is shown in note 5 to the financial statements. 61


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