Board Member Roles - Fairhive Board Members

Board Member Role Profile

Introduction

Board members are responsible for the overall governance and strategic direction of the organisation; developing and committing to its vision and strategic objectives; and ensuring its continuing financial viability – all in accordance with the constitution, the law and regulatory requirements. Day-to-day management is the responsibility of the Chief Executive and other members of the Executive Leadership Team (ELT). This role profile is designed to guide Board members in fulfilling their duties and responsibilities.

The subsidiary Boards will adopt the requirements of the Board member role profile and additional duties contained within this governance framework.

Principal Duties as a Board Member

The general duties of all Board members are set out below:

To exercise independent judgment.
To act within the powers set out in the relevant articles of association (and only for the purpose for which they are conferred).
To act in a way that is most likely to promote the success of the organisation.
To exercise reasonable care, skill and diligence.
To avoid conflicts of interests.
Not to accept benefits from third parties.
To declare interest in a proposed transaction or arrangement with the relevant entity.

Board members should also have regard to any relevant advice provided by the Chief Executive, other members of the ELT, 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 and share in the organisation’s vision.
To uphold and demonstrate the organisation’s values and the principles for which it stands.
To participate in the development of strategies and policies for approval by the Board and/or subsidiary Board to guide the organisation’s work.
To focus on the setting and monitoring of objectives, performance targets and benchmarks across all aspects of the organisation.
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 sector issues.

Good governance

To be focused on ensuring that the organisation 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, annual budgets and annual accounts prior to publication.
To challenge the robustness of frameworks for financial planning, management of risk, internal controls and the safeguarding of assets.
To comply and act within the organisation’s frameworks, policies, procedures and guidance as set and amended from time to time by the Board or other authorised body.
To accept overall ownership of Health and Safety risks and responsibilities and collectively, with the support of the subsidiary Boards and Committees, fulfil the non-executive oversight governance role.
To fully participate in the work of the Board, subsidiary Boards and its Committees; and participate in working groups, focus groups, or panels in support of the overall governance of the organisation.
To uphold the Code of Conduct and the reputation of the organisation and not do anything which may discredit the organisation.
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.

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 decisions are well-founded.
To regularly attend meetings of the Board, subsidiary Boards and its Committees; and participate fully in discussions and share responsibility within the decision-making process.
To avoid disclosing any written confidential or commercially sensitive information, or oral information provided in confidence, unless otherwise authorised to release such information.
To debate in a respectful manner, addressing the matters at hand, and keeping contributions relevant.
To contribute to, share responsibility for, and uphold the decisions of the Board, subsidiary Boards and its Committees irrespective of any individual position taken in debate or voting.
To ensure all decisions are made in the best interests of the organisation.

Working with employees

To work effectively with all employees, recognising the employer’s duty of care and the executives’ responsibilities for management and supervision.
To be involved in the Board’s appointment (and if necessary, the Board’s dismissal) of the Chief Executive and other members of the Executive Leadership Team.
To ensure appropriate succession planning is in place for executives.
The processes associated with the above are contained within the Board Terms of Reference (GF02) and Remuneration and Selection Committee Terms of Reference (GF04).

Performance, development, communication and relationships

To attend appropriate training and other events and represent the organisation as required.
To participate openly and honestly in collective and individual appraisals, skills reviews and succession planning.
To be open in communication, to work effectively, and to maintain good working relationships with all others involved in the governance and leadership of the organisation.
To demonstrate proficiency in the use of information technology in conducting business with the organisation.
To act as an ambassador for the organisation, networking and promoting the name and reputation, and the achievements and benefits, of the organisation.
To demonstrate commitment to equality, diversity and inclusion.

Board Member Person Specification

Introduction

Board members are appointed on the basis of the skills, knowledge and experience that the organisation needs to have amongst the membership of the Board, subsidiary Boards and its Committees. They must also possess a number of core competencies and be able to make the necessary commitment. All Board members are encouraged to undertake training and other learning opportunities in order to expand their skills, knowledge and experience and to develop their competencies.

This person specification is designed to guide Board members in fulfilling their duties and responsibilities as effectively as possible. It will also be used to support the appraisal of Board member performance.

The subsidiary Boards will adopt the requirements of the Board member role profile and additional duties contained within this governance framework.

Skills, Knowledge and Experience

Each Board member is appointed on the basis that they can contribute strengths to the skills, knowledge and experience required on the Board, subsidiary Boards and its Committees. Any gaps in skills, knowledge and experience will be a consideration when carrying out succession planning and recruiting new Board members. The extent to which individuals have made effective use of their strengths in skills, knowledge and experience will be taken into account as part of annual appraisals.

Specific Skills and Experience

Please address how you demonstrate strategic and executive leadership in one or more of the following areas:

Housing development and sales.
In sector property investment/asset management (including procurement and supply chain knowledge)
HR and people management
IT strategy and systems

Core Competencies

Core competencies are used to measure personal effectiveness in the ability to lead, inspire and add value to the governance of the organisation. The performance of Board members will be assessed annually and will focus on the core competencies set out below.

Strategic thinking and direction:

Influences the development of the vision and strategic objectives.
Understands the difference between strategy and operations, delegates responsibility effectively to the executive and other employees.
Is sensitive to the political, economic, social and technological external impacts upon the business.
Anticipates and understands risks and consequences for the organisation at a strategic level.
Identifies opportunities and brings forward new ideas for business strategy and organisational effectiveness.
Encourages creativity, is open to new ways of working and able to adapt flexibly to change.

Analysis and understanding:

Demonstrates clear analytical intellect; assimilates and makes sense of complex data, evaluates options and understands different perspectives.
Focuses on the key issues and makes them clear to others.
Understands the sensitivities of key assumptions in business propositions.
Satisfies themselves on the integrity of financial information and risk appraisal.
Possesses confidence to provide challenge, asks questions appropriately and keeps to an appropriate level of detail.
Brings an original perspective to discussions.

Decision making:

Shows independent judgment and original thought.
Signs up to the collective ownership of decisions once agreed, irrespective of the position taken in debate.
Actively participates in the decision-making with objective analysis, reasoned and rational judgment of the issues at hand.
Prepared to take difficult decisions and measured risks; is not easily deflected by obstacles or problems.
Respects and is open to the views of others in discussions on key issues.
Focused on the vision, strategic objectives and priorities when making decisions.

Communication and Interpersonal Skills:

Engages effectively with key stakeholders as an ‘ambassador’ for the organisation.
Builds and maintains good relationships based on personal credibility and integrity; respects and maintains confidentiality.
Communicates clearly and persuasively; expresses opinions, listens and takes account of the views of others.
Challenges without appearing aggressive; prepared to say what people may not want to hear.
Expects and accepts constructive feedback; is aware of own strengths, weaknesses and motivations.
Gets to know individuals and their aspirations.

Team working and development:

Supports a strong team spirit; able to work collaboratively.
Works with executive management in productive working relationships built on mutual respect.
Works as a part of the team and adds value to the work of the relevant Board or Committee.
Demonstrates commitment to the Board, subsidiary Boards, and its Committees; is reliable and punctual and comes fully prepared.
Supports others, praises achievements and celebrates success with the team.
Open to learning and development, for self, employees, and Board members.

Organisational purpose and ethos:

Committed to meeting the needs of people in housing need and other vulnerable people.
Open to the views of residents and other customers in the development of strategy, policy, standards and service delivery.
Supports the development of organisational culture built around the organisation’s values.
Committed to the recruitment and development of a skilled and competent workforce.
Values successful partnership working with organisations that add value to the work of the organisation.
Promotes and demonstrates leadership in relation to equality, diversity and inclusion.

Commitment to the Role

Board members are expected to have the capacity to be able to commit to fulfilling their duties and responsibilities as effectively as possible. As a guide, the following (equivalent days) commitment is expected:
Attending 2-3 days induction training in the first 3 months following appointment.
After induction, being able to commit the equivalent of around 20 days a year to the role, including:
Effectively preparing for, attending and participating in formal meetings of the Board and at least one Committee (plus panels, working groups and any special meetings called from time to time).
Attending Fairhive’s General Meetings, away days and training activities as appropriate.
Participating in ad hoc discussions and electronic communications between meetings with other Board members and employees.

Preparing and attending one’s own annual appraisal meeting.