Preferred Board and Committee Composition Statement

January 2024

1. Purpose

1.1 This statement sets out the ideal composition for the Board of Estuary Housing Association, its Subsidiaries and Committees for the delivery of its current strategy, in accordance with the requirement of its Code of Governance. It also provides information on the number of preferred Non-Executive Directors, Independents, Co-optees and Executive Directors within the structure.

1.2 It further sets out the preferred size of the EHA Board including diversity in relation to gender, ethnicity, age as well as the core skills and experience required to help achieve an effective Board.

The skills requirement for Board and Committee Members are set out in the Board and Committee Skills Matrix, which is reviewed and approved by the Board on an annual basis.

2.2 The Matrix sets out those skills and experience required within the collective Estuary Housing Association Board as summarised below:

• General Business and Organisation management including strategic management and planning, risk identification and management, performance measurement and management, governance and strategic partnership
• Finance, Audit and Assurance including financial strategy, planning and management, treasury management, accounting, audit (internal and external)
• Corporate services including company and charity law, recruitment, remuneration, employment law, equality and diversity, PR, marketing and communications, health and safety, information management and data protection
• Housing, care and support, property and development including general needs social housing, shared ownership and leasehold property, market rent and commercial property, strategic asset management, property development, social and housing policy
• Customers and Communities including provision of customer services, resident and service user involvement.

3.1 The Estuary Housing Association Rules allow for up to 12 Board Members, including up to five co-optees.

3.2 Subject to the Rules, the size of the Board depends on the requirements of the Business Strategy, but should be within the range of 8 to 12 Members. The preferred size and composition of Subsidiary Boards and Committees is outlined later in this statement.

4.1 Currently, the Group Board has determined that it will consist of up to 12 Board Members. The composition will be as follows:

• Non-Executive Chair
• Non-Executive Senior Independent Director
• Eight Non-Executive Members
• Chief Executive Officer
• Chief Financial Officer.

4.2 The Board has agreed a policy regarding the role of Executive members of the Board which is included as appendix 1 to this statement.

5.1 The Board of Estuary Housing Association places great emphasis on ensuring that its governance structure membership reflects diversity in its broadest sense and the population it serves. Consideration is given to the combination of skills, experience, race, age, gender, educational and professional background and other relevant personal attributes on the Board and Committees to provide the range of perspectives, insights and challenge needed to support good decision making.

5.2 New appointments are made on merit, taking account of the specific skills and experience, independence and knowledge needed to ensure a rounded Board and focussed Committees. On the basis of the above, the overriding consideration in board and committee recruitment is skills, but Estuary will take all possible steps to ensure that we make efforts to attract and be open to those in the various diversity categories below.

5.3 The EHA Board sets out its aspirational aims for achieving a diverse Board and Committees as follows:

Diversity Areas and Board Aims

Diversity area	Board’s Aims
Gender	Board membership of at least 50% female.
Black, Asian and Minority Ethnic (BAME)	Board and Committee membership that includes at least two members from a BAME background with at least one member on the Board.
Age	Board and Committee membership that includes at least one younger person, i.e. those aged 18-35 years.
EHA Customers	The Board is committed to ensuring that the customers’ voice is heard through its governance structure, and, in particular, on the Services and Care and Support Committees where a customer’s lived experience, views and perspectives may be more beneficial, influential and impactful. Board appointments are open to all EHA customers who have the requisite skills and experience to support the Board in discharging its essential functions. Estuary will be proactive and ensure that customers are aware of Board vacancies. However, there is no specific space reserved on the Board for any representative group.

 

6.1 The size and composition of the subsidiary Boards and Committees will be determined by the EHA Board and in accordance with the relevant Company Rules. Below are what the e allowed by our Current Terms of Reference allow for the following:

Accession Homes Board will consist of up to 5 members / officers as follows:

• Chair (EHA NED/Independent Member)
• Up to two EHA NEDs
• EHA CEO
• EHA CFO
• One optional independent board member (to cover skills gaps, if required)

Estuary Homes Design Board will consist of up to 4 members / officers as follows:

• Chair - EHA NED
• EHA NED
• EHA CEO
• EHA CFO

Audit and Risk Committee will consist of up to 6 members as follows:

• Chair - EHA NED
• At least two EHA NEDs
• Up to two Independent Members (optional – to cover skills gaps, if required)

Governance and Remuneration Committee will consist of up to 5 members as follows:

• Chair – SID
• EHA Chair
• Chair of Audit and Risk Committee
• Chair of Customer Experience Committee

Customer Experience Committee will consist of up to 9 members as follows:

• Chair - EHA NED
• Up to 2 additional EHA NEDs
• Up to 2 residents elected by the Resident Voice and Influence Panel
• Up to 2 Independent Members (optional – to cover skills gaps, if required)
• One Co-optee (optional – to cover skills gaps, if required)

7.1 The Director of Governance and Corporate Assurance (or equivalent) will ensure that this Statement is reviewed in 2027 and thereafter every three years (or sooner, where required) to align with the Business / Corporate Strategy, considered as part of the annual Governance Effectiveness Review and used to inform Board recruitment.

DEFINITIONS:

The Board is defined as Estuary Housing Association’s Board of Management

Executive Directors are defined as employees of Estuary housing association, who are members of the Executive Team (this includes the Chief Executive and Chief Financial Officer).

Executive Board Members are defined as members of the Estuary’s Executive Team who have been appointed or co-opted to Estuary’s Board of Management

GOVERNING RULES:

Estuary’s Board of Management may appoint or co-opt employees to the Board subject to the following provisions within Estuary’s Rules:

D2        No Executive Officers may be co-opted or appointed to the Board if, immediately following their appointment or co-option, more than one half of the Board (including co-optees) would be Executive Officers.

D15.2   The Board will not be quorate unless Board Members who are employees are in a minority.

POLICY:

Only a permanent Executive Director may be appointed to the Board (the Board would consider the co-option of an Executive Director appointed on any other contractual arrangements on a case-by-case basis).

No more than two Executive Directors may be appointed or co-opted to the Board.

The Board has appointed the Chief Executive and Chief Financial Officer to the Board (together referred to as ‘Executive Board Members’). The Board has put in place the following safeguards regarding Executive Board Members:

• Executive Board Members will not receive any additional remuneration as a consequence of their appointment to the Board.
• Executive Board Members’ annual appraisals will be extended to include their role as Board members, using the same questions as for Board members and obtaining feedback from at least a sample of Board members.
• Executive Board Members may not be chair of the Board or any Committee of the Board, nor designated as the Senior Independent Director.
• Executive Board Members may not be a member of the Audit and Risk Committee but may attend in her/his role as an employee.
• Executive Board members may not be a member of the Governance and Remuneration Committee (or any similar Committee with responsibility for non-executive nominations and remuneration), although they may advise on Board member recruitment.
• Executive Board Members may not be a member of any standing committee of the Board responsible for the oversight of operations.
• Executive Directors may only be a member of a Committee with delegated authority to take urgent decisions on behalf of the Board where a majority of members of that urgency Committee are non-executive.
• Executive Board Members may not vote on the non-executive membership of the Board; election of the Board Chair or Committee Chairs; or the membership of standing Committees of the Board.
• Executive Board Members may not take part in, or vote on, their own appointment or dismissal, or any aspect of their own salary, benefits or terms of employment.
• Executive Board Members must not take part in deliberations or vote on a matter directly affecting shareholders.