YHN Board 20 June 2017

YHN Limited Tuesday 20 June 2017 at 10.00 am Mansion House, Fernwood Road, Newcastle upon Tyne, NE2 1TJ Contact Officer: Steven Reed Tel: (0191) 272 3950 Email: steven.reed@yhn.org.uk

AGENDA Page No Introduction Items 1.

Welcome and Apologies for Absence

2.

Declarations of Interests

3.

Chair's Items

Items for Approval 4.

Minutes of the Previous Meeting held on 9th May 2017

1-6

5.

Matters Arising and Action Log

7-8

Regulatory and Governance 6.

Receipt of a Petition

9 - 12

7.

Governance Review Update

Verbal

8.

Delegated Decisions

13 - 14

9.

Committee Terms of Reference: Delegated Authority to Approve

15 - 18

10.

Rules of Asfaleia Limited: Proposed Amendments

19 - 22

11.

Board Forward Plan

23 - 24

Your Homes Newcastle Limited. Registered in England and Wales Registration Number 5076256 Registered Office: Newcastle Civic Centre, Barras Bridge, Newcastle upon Tyne NE1 8PR. A company controlled by Newcastle City Council

To exclude the press and public during discussion of remaining agenda items because of the likely disclosure of confidential information. The definitions of what is considered confidential are contained within Section 16 of the Company’s Standing Orders.

Protect - not for publication 12.

Confidential Minutes of the Previous Meeting held on 9th May 2017

25 - 30

13.

Matters Arising and Action Log

31 - 32

Item for Discussion 14.

Feedback from Group Audit Committee meeting of 18th May 2017 (Draft Minutes attached)

Date and Time of Next Meeting: 5pm, Tuesday 8th August 2017 at YHN House

2

33 - 40

Board 09 May 2017 (5.05pm to 5.15pm and 6.10pm to 6.30pm) Present: O Grant (Chair), P Dibbs, L Doherty, V Dunn, P Dutton, D Huddart, I Graham, J McCarty, T Moore, M Page, P Scope, E Snaith, L Stephenson, J Streather, M Talbot In attendance: A Baker

Governance Support Officer

T Drury

Managing Director

M Foreman

Customer Services Director

H Horan

Business Strategy Manager (minute ref. 546 only)

D Langhorne C McMullen

Assets and Development Director Housing Policy & Commissioning Team Manager

S Reed

Interim Company Secretary

J Ritchie

Finance and Commercial Director

541

Welcome and Apologies for Absence

Apologies were received from A Mirza. The Chair welcomed I Graham to the meeting, who had replaced D Slesenger. Board members were pleased to hear that D Slesenger continued to recover.

542

Declarations of Interests

Those councillors present declared an interest in all matters pertaining to Newcastle City Council. E Snaith declared an interest as a volunteer for Depaul Trust, which worked in the area of homelessness.

543

Chair’s Items

i)

Governance Review – Implementation

The Asfaleia Board had been briefed by T Drury in detail on the governance review and its implications, including the requirement for Board members to resign and reapply if they wished to do so. The governance team would be following this up in coming months and a similar briefing was to be given to the Group Audit Committee on 18th May.

ii)

National Federation of ALMOs Conference

The Chair advised that she and J Ritchie had attended the conference on 27th and 28th April, which had been purposeful, forward-looking and positive. The Federation was seeking to influence government thinking on housing. The debates on welfare reform and regional devolution had reinforced the need to do things differently. Networking had been invaluable, not least in avoiding reinvention. It was noted that YHN was leading in terms of transformation. With regard to devolution, the scale and timetables were the key challenges.

Exclusion of Press and Public At 5.15pm it was RESOLVED – that in accordance with the organisation’s Access to Information provisions, the press and public be excluded from the meeting during the consideration of one confidential agenda item. The meeting then reconvened in public session at 6.10pm.

544

Minutes of 21st March 2017

The minutes were agreed to be a correct record and were signed accordingly.

545

Matters Arising/Action Log

There were no matters arising on this occasion. The action log was received and agreed.

546

Staff and Resident Survey Results

H Horan presented an overview of the key findings from the January 2017 staff and tenant surveys. Highlights included satisfaction scores of 85% and 84% for customers and staff respectively. For staff, a number of areas for improvement had been identified, which would be fed in to the transformation plan.

A key theme to emerge from the staff survey was the need to improve engagement and communications, including timeliness of communications. It was highlighted that the most disengaged staff groups had the highest sickness absence and disciplinary rates. For tenants, it had become clear that there was an over-reliance on phone communication and that YHN’s online offering was not attractive or well used. The new Customer Service Committee would consider the detail of the tenant survey as it developed the engagement strategy.

P Scope and D Huddart left the meeting at 6-20pm.

L Doherty noted that the tenant survey group was different every year and hence this might explain some of the inconsistencies in responses.

The Chair thought that the depth and honesty of the responses in both surveys gave a sound base for further development. J McCarty spoke of the need to consider how to respond to staff in an open and transparent manner. H Horan

thought that the organisation must also be swifter in responding. T Drury thought that some areas would get worse before they improved and agreed that the response times to staff must be shortened. I Graham noted that a significant proportion of tenant complaints related to contractors and not to YHN. H Horan advised that the Customer Service Committee would begin to delve into these areas in detail.

M Page asked what methods of communication with staff were already in place. H Horan advised that the full presentation of the survey outcomes had been made available via The Loop, an internal weekly e-newsletter. The Chair noted that the surveys had concluded in January and since then the new senior team had come into post and there had also been a significant number of face to face meetings with staff.

RESOLVED, the Board agreed: 

To receive the report and note the survey results

547

Welfare Reform Update

M Foreman highlighted the impact across Newcastle and for YHN of key pressure points emerging from the rollout of the reforms. While the number of people affected by the under-occupation charge (‘bedroom tax’) had reduced since 2013, increasing numbers of people on universal credit and the local housing allowance rent cap would create financial problems for households and it could be anticipated that arrears would increase in consequence.

YHN officers were spending a considerable amount of time supporting tenants to get their UC into payment and establish a regular payment pattern. This was likely to increase pressure on staffing over the coming years as UC was rolled out to all affected customers and something to be considered as part of the transformation programme.

YHN had developed particularly strong working relationships both locally and nationally with the DWP and had recently been invited to attend the strategic landlord forum, which allowed input into service build and opportunities for testing new models of working.

J Streather asked whether universal credit would affect uptake of homes. It could and there would be a similar impact in the private rented sector. M Foreman advised that the sums suggested that it would be extremely difficult by 2019 for under 35s in particular to pay rent and then meet other living costs. Discussions with government continued. The social housing sector would be aligned to the private sector. There could be some gains, however. M Talbot thought that the Board would need to give this matter separate consideration, including the available mitigation measures, as well as including welfare reform in the strategic risk register. It was noted that M Foreman would be leading a regional conference on this. The August Board meeting would address the detail. The groundwork would be laid at the June Board awayday, which the new Chair would hopefully be

able to attend. M Foreman was to circulate the presentation slides to Board members.

RESOLVED, the Board agreed:  

To receive the report That M Foreman would circulate the presentation slides.

548 Quarter Four (January – March 2017) Financial and Non-Financial Performance J Ritchie advised that the 2017/18 KPIs were close to final agreement with Newcastle City Council. The 2016/17 outturn position had been £300,000 better than expected. The statutory accounts for that period were being prepared. The stress test of the five year plan would be presented at the June awayday. £2.8 million had been set aside this year for transformation projects and criteria for eligibility were being agreed by the Executive Team. Members were invited to email their questions to J Ritchie.

V Dunn asked how approved projects would be monitored, if approved by the Board. J Ritchie advised that they would be measured against budget, with regular updates in the monitoring reports. How the Board wished to be updated could be discussed at the June awayday.

Members commended the improved clarity of the performance report format.

RESOLVED, the Board agreed:  

To receive the report and note the progress to date That J Ritchie reply to any Board member queries.

549

Health and Safety Update

D Langhorne presented the report. Annual accident trends for 2016/17 still highlighted manual handling as the main cause of accidents. YHN had undertaken bespoke manual handling training with Concierge and NFS, in addition to mandatory manual handling training.

There had been ten RIDDOR incidents in the year but it was noted that none had resulted in further investigation or enforcement notices by the Health & Safety Executive.

Incident trends for 2016/17 to date (to the end of Q3) highlighted that aggressive, threatening, or intimidating behaviour and verbal abuse remained the main areas of concern. The Housing and Anti-Social Behaviour Enforcement Team (HASBET) dealt with incidents against YHN staff using various methods of recourse, including Potential Risk Indicator (PRI) reporting, issuing of anti-social behaviour orders and involvement of relevant third party agencies where required such as the Police.

The details of statutory compliance reporting were noted, for each applicable Act.

RESOLVED - to receive the report for information.

550

Notices of Intention to Resign

Endorsement by the YHN Board in March 2017 of the Governance Review Working Group recommendations meant that all Board, subsidiary and committee members would now need to indicate their intention to resign in advance of the AGM in September 2017. This was in order to allow the new Board structure to begin to be implemented. Copies of individual letters of intent were tabled, for signature.

RESOLVED - that each Board member (except for Council nominees) would sign a statement of intent to resign.

551

Delegated Decisions

RESOLVED – that the schedule was received for information.

552

Board Forward Plan

RESOLVED – that the plan was received for information. The Chair reminded members that the plan would be subject to change as the governance review implementation plan proceeded.

553

Exclusion of Press and Public

RESOLVED – that in accordance with the organisation’s Access to Information provisions, the press and public were excluded from the meeting during the consideration of all further agenda items.

………………………………………..

Mrs O Grant Chair 20th June 2017

YHN Board Meeting, 20th June 2017 Action Log (Public) Minute ref.

By whom

Target date for completion

Review of format and presentation of performance reports

YHN Managing Director with Executive Team

Following governance review changes

521

Updates for YHN Board on sustainability of Ostara services

Chair of Asfaleia Ltd, with YHN Managing Director

Throughout 2017

First update delivered to YHN Board May 2017

524

Board Forward Plan to be updated for each meeting and included with Information items

Company Secretary

For each YHN Board meeting

Ongoing

547

The Board are to receive copies of the Universal Credit presentation slides via email

M Foreman

As soon as possible

Complete

518

Action required

Current status

Ongoing

Delivering great services, enabling people to live in great communities, supporting a great city

Your Homes Newcastle Board 20th June 2017

TITLE

Petitions Monitoring

AUTHOR

Tina Drury – Managing Director

COMPANY

Your Homes Newcastle

ACTION REQUIRED

For Information

SUMMARY

This report informs Board on a petition received during May 2017.

DELIVERY PLAN OBJECTIVE

NUMBER & TITLE

N/A

STRATEGIC RISK REGISTER

NUMBER & TITLE

GR5: failure to follow Health and Safety policies, procedures and legislation

LIKELIHOOD

1 (rare)

IMPACT

4 (significant)

FINANCIAL / VALUE FOR MONEY IMPLICATIONS

N/A

CUSTOMER IMPACT / VIEWS

YHN must act accordingly to safeguard the public and ensure tenants adhere to their Tenancy Agreement.

EQUALITY & DIVERSITY CONSIDERATIONS

N/A

Petitions Monitoring 1.

Background information

1.1

The petitions Protocol states that the Managing Director will refer petitions relating to operational issues to the appropriate director who will be responsible for contacting the petitioners (or petitioners’ representatives).

The director will make any further enquiries which are required and draft a response on behalf of the Managing Director, who will ensure that Your Homes Newcastle responds to the petitioners’ request.

Context

1.2

Residents of the Ringtons estate signed a petition initiated by a resident of Chillingham Court regarding issues experienced with a dog owned by the tenant of 3 Queen Anne Court, seeking eviction of the animal due to alleged incidents leading to injuries to the public and other dogs. They claim that the owner has failed to remedy the situation and the dog continues to pose a threat to adults and children using the recreation area.

1.3

Since receiving the petition, Police noted that they were reluctant to take any further action as they felt that the tenant had taken steps to prevent future incidents occurring. The RSPCA had also visited the tenant and concluded that they had no concerns regarding the dog being dangerous. It was agreed that housing officers would speak to the Technical Surveyor team to explore the option of installing a higher fence.

1.4

A letter from T Drury has been written to the complainant to update them on proceedings; the Police intend to take no further action at present against the tenant, YHN will be collecting witness statements and treating the incidents as a breach of the Tenancy Agreement, whilst liaising with Legal Services at Newcastle City Council as to the most appropriate action to take. No further incidents have been reported, and with regard to fencing, housing officers have presented options to the tenant to further secure their front garden, such as attaching mesh or planting hedging.

2.

2.1

Petition received Date received

Petitioner(s)

Issue

Action

28th April 2017

Residents of the Ringtons Estate

Seeking the removal of an allegedly dangerous dog whose owner resides at 3 Queen Anne Court

YHN will be collecting witness statements whilst working with the tenant to help secure their front garden.

2.2

Detailed paperwork relating to the petition has not been included in the Board papers. If you would like to see the specific details please contact Steven Reed.

3.

Recommendations

3.1

Board is recommended to note this information.

Background Papers - Petitions protocol Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Steven Reed, Interim Company Secretary by telephone on 0191 278 3950 or email steven.reed@yhn.org.uk

YHN Board – 20 June 2017 Delegated Decisions – Schedule of non-confidential Delegated Decisions taken between 28th April 2017 and 4th June 2017

No.

Directorate/ Delegated Officer

Scheme

Cost/ Budget provision

Units

Contractor

Wards

Westgate

1

David Langhorne – Assets and Development Director

New Mills Remodelling Phase 4

Funding of £406,285 from Environmentals

54

NCC Highways and Local Services

2

David Langhorne – Assets and Development Director

Ecology Surveys for RF0018 Roofing Programme

Funding of £8,200 from Lifecycle Programmes (Maintaining Decency)

380

Building and Commercial Enterprise

Cross City

3

David Langhorne – Assets and Development Director

INT0016 Bathroom Replacement Scheme

Funding of £826,800 from Lifecycle Programmes (Maintaining Decency)

320

Building and Commercial Enterprise

Cross City

4

David Langhorne – Assets and Development Director

SEC0002 – Replacement ICLS and communal doors

Funding of £223,623 from Lifecycle - Other

240

Bamford Doors

Cross City

5

David Langhorne – Assets and Development Director

Westgate/Vallum Court Bin Chute and Hopper Renewal

Funding of £30,401 from Standard Housing Investment – Health and Safety

240

Hardall International Ltd.

Westgate

Delivering great services, enabling people to live in great communities, supporting a great city

Your Homes Newcastle Board 20th June 2017

TITLE

Committee Terms of Reference: Delegated Authority to Approve

AUTHOR

Steven Reed, Interim Company Secretary

COMPANY

Your Homes Newcastle

ACTION REQUIRED

For Decision

SUMMARY

This report proposes that Board considers the options of either retaining or delegating to the Executive Team the authority for ratification of Committee Terms of Reference. This consideration arises from the governance review and the proposed new committees which are to be established following reconstitution of the Board

DELIVERY PLAN OBJECTIVE STRATEGIC RISK REGISTER

NUMBER & TITLE NUMBER & TITLE

N/A

LIKELIHOOD

3 (possible)

IMPACT

3 (significant)

GR12: – ineffective governance of YHN

FINANCIAL / VALUE FOR MONEY IMPLICATIONS

N/A

CUSTOMER IMPACT / VIEWS

N/A

EQUALITY & DIVERSITY CONSIDERATIONS

N/A

Committee Terms of Reference: Delegated Authority to Approve 1.

1.1

1.2

Background information Board Members will be aware of the new governance structure which is being implemented and which includes new Committees of the Board.

Constitutions and Terms of Reference are being drafted for these Committees by the Governance team.

Given that the new, streamlined Board is moving to a more strategic business oversight, it is proposed that the Board considers formally whether or not to delegate to the Executive Team the authority to approve the Terms of Reference of the new Committees. This could facilitate speedier implementation, as the Executive Team meets fortnightly whereas the Board currently meets every six weeks.

2.

Context

2.1

At present, the Group Governance Handbook sets out a detailed scheme of reservation of powers to the YHN Board. Clause 3.1.6 states that these include “agreeing and/or amending terms of reference for Committees, deciding on their composition and making appointments to them, including the appointment of Chairs”.

2.2

In the wake of the recent governance review, the focus of the Board as it is slimmed down and reconstituted is shifting to a more strategic, business outlook. While it will obviously retain the direct power to appoint Committee members and Chairs, given the Board’s strategic focus it may be appropriate for the Board to consider whether it wants or needs to continue to delve into the detail of individual Terms of Reference. However, as the respective Directors will be engaging closely with the new Committees, it could be sensible for the Executive Team to take on the review and approval of the Terms of Reference. The new Committees will be: -

2.3

Customer Services Group Audit and Risk Finance and Performance Remuneration and Nominations

It is proposed that the Board could subsequently receive a suite of documents, setting out the respective Constitutions and Terms of Reference, for information, so that Board Members would remain sighted on the makeup and key functions of the Committees.

2.4

Detailed paperwork relating to the draft Terms of Reference has not been included in the Board papers. If you would like to see the specific details please contact Steven Reed.

3.

Recommendation

3.1

Board is recommended to consider the two options of either i) ii)

retaining the authority to consider and approve Committee Terms of Reference; or delegating this authority to the Executive Team.

Background Papers - Governance Review Working Group Report 10 March 2017 Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Steven Reed, Interim Company Secretary by telephone on 0191 278 3950 or email steven.reed@yhn.org.uk

Delivering great services, enabling people to live in great communities, supporting a great city

Your Homes Newcastle Board 20th June 2017

TITLE

Rules of Asfaleia Limited: Proposed Amendments

AUTHOR

Steven Reed, Interim Company Secretary

COMPANY

Your Homes Newcastle

ACTION REQUIRED

For Approval

SUMMARY

This report advises the Board of the process by which the governing Rules of Asfaleia need to be amended, to reflect the new organisational structure following the recent governance review

DELIVERY PLAN OBJECTIVE STRATEGIC RISK REGISTER

NUMBER & TITLE NUMBER & TITLE

N/A

LIKELIHOOD

3 (possible)

IMPACT

3 (significant)

GR12: – ineffective governance of YHN

FINANCIAL / VALUE FOR MONEY IMPLICATIONS

N/A

CUSTOMER IMPACT / VIEWS

N/A

EQUALITY & DIVERSITY CONSIDERATIONS

N/A

Rules of Asfaleia Limited: Proposed Amendments

1.

1.1

Background information Board Members will be aware of the new governance structure which is being implemented and the recommendation that the “line of sight” from the Board to Asfaleia should be improved and the degree of control which could be exercised tightened. This was to ensure that Asfaleia’s activities, while being conducted independently and under the remit of its own Board, continued to be to the benefit of tenants and to YHN.

2.

Context

2.1

Board Members will note that Asfaleia, as a community benefit society, is regarded by the applicable regulator (the Financial Conduct Authority) as a charity. HMRC has also accepted this status, which brings significant benefits to the YHN Group in terms of payment of reduced amounts of corporation tax.

2.2

It is therefore important to ensure that any amendments to the Rules do not fundamentally affect Asfaleia’s charitable status and the associated tax benefit. To this end, formal legal advice has been sought on the proposed changes. The mark-up attached reflects that advice.

3.

Significant changes

3.1

Board Members are advised that there are four key changes proposed to the Rules of Asfaleia, as follows: i)

ii)

iii)

Objects. The third object was thought to be be too broad in scope and somewhat ill-defined and hence this now refers to Asfaleia’s key activities being “in support of social housing and accommodation…” (clause A2.3) Composition of the Board and removal of co-optees. It was felt that, in order to ensure there would always be a quorum in which the independent members were always in the majority, the size of the Board should be increased from five to seven members. In addition, in order to avoid the risk of having a “two tier” board, reference to co-optees has been deleted but the right of the Board to appoint members for a fixed period of time and to bring specific skills and experience to the board has been preserved (clauses D2 to D5) Terms of office are to be aligned to the NHF Code of Governance and thus to those applied to the YHN Board, i.e. a maximum of two terms of three years, with a third term only possible in exceptional circumstances, giving a maximum overall term of nine years; and with prior service on any precursor body counted towards the total; and

iv)

In order to preserve the independence of Asfaleia, the term “Parent”, which implies significant control, is to be replaced with “YHN” throughout the document.

Process and Timetable The Rules themselves specify the process for amending them. Rule G11 states the following: G11.1 The Rules of the Association may be rescinded or amended but not so as to stop the Association being a charity and not without the prior consent of YHN. G11.2 The Rules may only be amended by a Special Resolution (including a written resolution) put before the Shareholders by the Board.

G11.3 Amended Rules shall be registered with the Registrar as soon as possible after the amendment has been made. An amended Rule is not valid until it is registered.

3.2

The process therefore requires the YHN Board to consent to amendment, then the Asfaleia Board has to put a Special Resolution to its Shareholders; and only then can the revised Rules be submitted to the Financial Conduct Authority for its approval. Once FCA approval has been granted, the revised Rules come into effect.

3.3

With regard to the tax position, HMRC will also need to be advised of the amended Rules and of the FCA approval. This can be done online.

3.4

The timeline would be as follows: -

YHN Board gives approval for the Rules to be amended – 20 June Asfaleia Board endorses Special Resolution at its AGM – 27 July Governance team submits amended Rules to FCA - > 28 July FCA approves amended Rules – date to be advised HMRC advised of amended Rules and FCA approval – date to be advised

3.5

A detailed mark-up showing the proposed Rules amendments is available upon request. If further information is required about the reasons for the changes, please contact Steven Reed.

4.

Recommendation

4.1

Board is recommended to give approval to the Asfaleia Board to amend its Rules as described and for the Financial Conduct Authority to be notified in due course.

Background Papers - Governance Review Working Group Report 10 March 2017 Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Steven Reed, Interim Company Secretary by telephone on 0191 278 3950 or email steven.reed@yhn.org.uk

Your Homes Newcastle Board Board Forward Plan 1

Board Forward Plan

1.1

This Board Forward Plan lists the reports known at the present time that will be presented at the next two Board meetings in 2017 (or amended date subject to confirmation).

8 August 2017 Finance and Performance Quarter 1

For discussion

Year-end Reserves

For information

2016/17 Annual Report and Financial Statements

For approval

Welfare Reform

For discussion

Abri Trading Ltd. Annual Update

For discussion

Asfaleia Ltd. Annual Update

For discussion

Service and Strategy Delivery Committee Annual Update

For discussion

Group Audit Committee feedback from 13 July meeting

For discussion

19 September 2017 AGM Minutes of AGM 2016

For approval

Appointment of External Auditors

For approval

Retirement and Appointment of Board members

For approval

Annual Accounts and Financial Statements

For approval

Board Meeting Treasury and Cashflow

For discussion

Appointment of Vice Chairs

For approval

Board Learning and Development Plan 2018

For approval

Abri Trading Ltd. feedback from 25 July meeting

For discussion

Asfaleia Ltd. feedback from 27 July meeting

For discussion

Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Steven Reed, Interim Company Secretary by telephone on 0191 278 3950 or email steven.reed@yhn.org.uk