SWAN GROUP BOARD
RECORD OF THE MEETING HELD ON 28 NOVEMBER 2013 @ 2.15 PM
Present:
Members:
Valerie Owen (Chair); George Kieffer (part), Derek Morrison, Sheila
Lewis, Marie Li Mow Ching (part), Steve Walker, Peter Baynham,
John Synnuck and Jamie Smith
Officers:
Sandra Fawcett (Executive Director - Housing); Suzanne Wicks (MD
–Hera Management Services); Mary Gibbons (MD – Vivo and
Executive Director Strategy and Support) and Jan Collier
(Committee Secretary).
1.
APOLOGIES FOR ABSENCE
No apologies received – all Members present.
2.
DECLARATIONS OF INTEREST
The Chair declared an interest as Non-Executive Director of Hanover Housing
Association.
Marie Li Mow Ching declared an interest as Non-Executive Director of Axiom
Housing Association.
Steve Walker declared an interest as a consultant who works from time to time
within the sector.
Peter Baynham declared an interest as Non-Executive Director of Victory
Housing Trust
3.
a)
APPROVAL OF MINUTES
The Chair asked for confirmation that the minutes were sufficient to create an
auditable trail. Members agreed that they were sufficient.
With regard to the minutes for the subsidiary companies, Members felt that they
should be expanded to include the same amount of detail pertaining to each
subsidiary, as that of the Housing Association.
George Kieffer joined the meeting at 2.20 pm
SWAN BOARD MINUTES 31 OCTOBER 2013
AGREED:
the minutes of the Swan HA Board meeting held on 31
October 2013 be approved and signed as a correct record.
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SWAN NEW HOMES LTD BOARD MINUTES – 31 OCTOBER 2013
AGREED:
the minutes of the Swan New Homes Ltd Board meeting held
on 31 October 2013, subject to them being expanded to reflect the full
discussions.
SWAN COMMERCIAL SERVICES LTD BOARD MINUTES – 31 OCTOBER
2013
AGREED:
the minutes of the Swan Commercial Services Ltd Board
meeting held on 31 October 2013, subject to them being expanded to
reflect the full discussions.
HERA MANAGEMENT SERVICES LTD BOARD MINUTES – 31 OCTOBER
2013
AGREED:
the minutes of the Hera Management Services Ltd Board
meeting held on 31 October 2013, subject to them being expanded to
reflect the full discussions.
VIVO SUPPORT LTD BOARD MINUTES – 31 OCTOBER 2013
AGREED:
the minutes of the Vivo Support Ltd Board meeting held on
31 October 2013, subject to them being expanded to reflect the full
discussions.
3.
b)
MATTERS ARISING
Action Sheet
NOTED:
1.
Members asked for a ‘status’ column to be included to indicate whether an
action had been completed, or a deadline date for completion;
2.
Members noted that the KPIs would be amended in response to the new
Corporate Strategy;
3.
Derek Morrison would meet with the Committee Secretary to go through
the action sheet and make the necessary amendments to reflect the new
methodology going forward;
4.
with regard to the Terms of References for Committees, Derek Morrison
confirmed that although the Audit & Risk Committee’s Terms of Reference
stated that they would hold a minimum of 4 meetings per year, there would
be six meetings in the first year, which had been set, and would revert to
four meetings following that;
5.
Members noted that dates were required for the Remuneration &
Appointments Committee meetings;
6. George Kieffer informed Members that the first two meeting dates had been
set for the Operations Committee. He added that he and the Executive
Director Housing, Sandra Fawcett, were in the process of recruiting
residents to the Committee and in fact were interviewing two more
candidates today. Two residents out of five interviewed two days ago had
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been successful. Once the recruitment process had been completed the
remaining dates would be confirmed.
7.
Board Dates 2014
NOTED:
1.
the dates of the Swan Group Board meetings were confirmed as follows:
21 January 2014
27 February 2014
20 March 2014
22 May 2014
24 July 2014
18 September 2014
19 November 2014
2.
times of the meetings were to be confirmed, but the Chair asked Members
to hold the dates in their diaries. The meetings in January and May will be
held in London.
Committee Membership
NOTED:
1.
the Chair said that as it was likely that Derek Morrison and George Kieffer
will only be Board Members for a period of one year, and would be grateful
if Members could accept their positions on the Committees, as outlined
within the report; Steve Walker will join the Operations Committee and
Marie Li Mow Ching will join the Audit & Risk Committee;
2.
Development and New Business Committee – the Chair felt that Sheila
Lewis had experience in Care and Peter Baynham had experience in
investing in new business. The Chair asked Sheila Lewis to Chair the
Committee for the first year, which she accepted. John Synnuck suggested
appointing a construction consultant to help the Committee understand
their responsibilities in construction, as it was felt there was a construction
skills gap on this Committee.
The suggested day rate would be
approximately £450 x 6 days per year; this would equate to £2½k per
year. The appointment would be limited until the AGM, when it would be
reviewed.
Members asked whether Non-Executive Directors, and the
proposed new consultant, were covered by Professional Indemnity
Insurance; Jamie Smith said that they were, but would double check to
give comfort;
3.
the Chair thanked all Non-Executive Board Members for accepting these
Committee roles.
AGREED:
1. the appointment of Marie Li Mow Ching to the Audit & Risk
Committee;
2. the appointment of Steve Walker to the Operations Committee;
3. the appointment of Sheila Lewis as Chair and Peter Baynham to the
Development and New Business Committee;
4. the appointment of a construction consultant to the Development
and New Business Committee until the AGM, when the position
would be reviewed.
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4.
UPDATE FROM THE CHIEF EXECUTIVE
PRIVATE & CONFIDENTIAL
5.
BALANCED SCORECARD AND PERFORMANCE REPORT
RECEIVED the Balanced Scorecard and Performance Report from Jamie Smith.
NOTED:
1.
the contents of the report;
2.
employee turnover – work was on-going to understand why Swan had
relatively high level of leavers. It appeared that staff mostly left within the
first two years of employment and therefore the induction process was
being enhanced. Exit interviews had also been reviewed but there were no
obvious issues;
3.
the overdue internal audit actions had improved. Jamie Smith said that
when the Audit & Risk Committee meet they will go through the internal
audit tracker in detail;
4.
there was a vast improvement in the appraisal completion figures due to
the resolution of the systems issues;
5.
Steve Walker said that Anti-social Behaviour (ASB), Leasehold and
Supported Housing were three key areas that should be looked at. The
EDH confirmed that these items were on the Operations Committee
agenda;
6.
Steve Walker asked what the sample sizes were on customer satisfaction.
Sandra Fawcett said that the main customer service surveys all met the
Star methodology require through Housemark. Marie Li Mow Ching said
that the sample size was not clear whether it was meaningful enough.
Sandra Fawcett said that in excess of 500 residents were surveyed, and
was consistent with what others were doing. Marie Li Mow Ching said that
it was difficult to distinguish between the repairs and customer satisfaction.
Sandra Fawcett explained that customer satisfaction generally covered a
whole range of services, which included repairs, whereas repairs
satisfaction sat specifically around repairs that had been carried out within
the last two months;
7.
George Kieffer had discussed the KPIs with Sandra Fawcett, and they would
be subject of much more detailed discussion at the Operations Committee
meetings;
8.
Jamie Smith reported positive performance against the budget for the Swan
HA and Swan New Homes (SNH);
9.
going forward performance reporting would be against the latest forecast
figures rather than budget;
10. Hera showed a small shortfall against budget;
11. Vivo were performing largely in line with the budget;
12. SNH surplus was better than budget due to an additional 11 units being
available for sale versus the budget;
13. there was an underspend on costs for the HA due to fewer responsive
repairs, a restructure of the HIA contract and an associated reduction in
consultancy fees and ICT costs;
14. the forecast for Vivo and Hera had recently been reviewed. Derek Morrison
asked about the losses for both companies year to date. Jamie Smith said
that the losses would reduce as they move to year end and work was being
carried out towards a break even position. Suzanne Wicks, the MD for
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15.
16.
17.
18.
19.
20.
6.
Hera, confirmed that she anticipated an increase in external business being
won. Steve Walker said that these were start-up businesses and felt that it
was a great achievement for Swan to invest in such businesses;
treasury management – nothing has moved since the last period and was in
line with the business plan;
Members were encouraged to contact Board report authors in between
meetings if they had any questions/queries;
John Synnuck gave Members some information regarding the Forest Gate
PFI (Private Finance Initiative) scheme. Swan HA managed 1,300 homes in
Newham over the course of 20 years. This had proved financially beneficial
and the return was circa £800k to date after costs which contributed to the
overall surplus for the Group. The risks were managed carefully and
mitigated by a partnering arrangement who undertake the repairs and
share the risks;
Marie Li Mow Ching said that it would be useful to see how costs for all the
major strategic projects are distributed against the loan drawdown. Jamie
Smith said that this would be one of the subjects for discussion at the
Board Strategy day on 17 January 2014;
there had been one change to the red risks during the month which related
to ‘failure to complete regeneration schemes’ leading to a claim under the
Property Misdecriptions Act 1991. Jamie Smith informed Members that
there had been an issue with the HCA regarding funding which created a
potential risk that we would not start the next phase of regeneration
leading to potential issues on units already sold. Sales contracts and
literature had subsequently been amended to mitigate this risk;
Steve Walker referred to risk number 356 – Welfare Reform – and asked
whether a ‘best guess’ at losses could be made. Jamie Smith said that
considerable work had already taken place to understand the potential loss
and that there was provision in the business plan and budget for any
potential losses due to Welfare Reform. Sandra Fawcett said that this
would also be discussed at the Operations Committee and agreed to send
Steve Walker the original Board report.
REVIEW
AND
PROVIDE
FEEDBACK
ON
INTERNAL
CONTROLS/GOVERNANCE AND SUGGEST IMPROVEMENTS
NOTED:
1.
the Chair suggested that to make best and most effective use of time, the
agenda should state whether a report was for ‘info’ ‘discussion’ or
‘decision’ and whether it was for approval;
2.
Peter Baynham spoke about an assurance framework which included all
the major pieces of information that comes to Board so that Members can
be assured that the information they are being presented with is correct
(externally validated). Jamie Smith said that the Internal Controls
Assurance report presented at the last meeting contained essentially the
same information, and that he and Peter Baynham would discuss further
and report back.
7.
PROJECTS OF STRATEGIC IMPORTANCE
PRIVATE & CONFIDENTIAL
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8.
ISSUES OF STRATEGIC IMPORTANCE
a)
Annual Work Plan
NOTED:
1.
the Chair said that the Board needed to spend time on the strategic items
to enable the Board to add value to Swan;
2.
John Synnuck reminded Members that next year they will have two large
strategic issues, i.e. the Corporate Strategy and the Affordable Housing
Programme (AHP). The Chair said that the aim should be to have one big
strategic item at each meeting, and this would be reviewed after the Board
Strategy day on 17 January 2014;
3.
the projects at Blackwall Reach and Craylands would be standard agenda
items, given their scale and complexity, but risk appetite and culture was
also key;
4.
Derek Morrison said that the Board should be reviewing and supporting
Vivo and Hera in a clear way. John Synnuck said that in March 2014 the
ambitions for these companies for the following year ought to be discussed,
as well as the risks and opportunities, to give leverage to the two
businesses;
5.
Members questioned whether Market Trends should be presented at every
Board meeting, and it was agreed to receive the report twice a year
(March/September) but to also receive updates via the Chief Executive’s
report;
6.
Steve Walker noted that the last set of minutes inferred that the People
Strategy would not be presented until next year and sought assurance that
this would be early next year. Jamie Smith confirmed that this would be
part of the discussions at the Board Strategy day;
7.
the Chair said the work plan would be amended as per the discussions; she
asked that Members give any further ideas or thoughts to the Committee
Secretary for inclusion.
b)
Corporate Strategy Action Plan
NOTED:
1.
there was one red item with a revised date of January 2014 (Training and
Development Plan);
2.
all other actions were generally on target for completion by the end of
March 2014;
3.
Steve Walker suggested that next year’s plan should include more on Asset
Management, Older People, Mergers and Acquisitions and Disposals. The
Chair asked how Members would tell from the report that Swan’s
performance was anything other than average. Sandra Fawcett informed
Members that the Strategy had been developed for the housing arm of the
business under Swan Social Enterprise Group (SSEG) in a previous
structure; therefore other company issues would have been dealt with by
SSEG. Next year Members could expect to be presented with a Strategy
that will have more of an outcome base for all parts of the Group.
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9.
NEW/SIGNIFCANTLY REVISED CORPORATE STRATEGIES
a)
Strategy/Policy Approval Process
NOTED:
1.
Sandra Fawcett presented the report and informed Members that the
intention was to merge some of the policies into service delivery areas to
enable easier access and understanding for both employees and customers;
2.
the appendix to the report attempted to set out the strategies and policies
that should be considered by the Board and those delegated to Committees
and the Executive Team;
3.
the Strategy and Policy Approval Process spread-sheet was discussed in
detail and it was agreed:
a.
the Business Continuity Strategy should also be considered by the
Audit & Risk Committee;
b.
Procurement Strategy – should be approved by Board;
c.
Treasury Management/Financial Regulations/Risk Management Policy
– considered by the Audit & Risk Committee as well as Board;
d.
Design Guide – the Board should have the opportunity to discuss.
This would also be included within the Board Members area of the
intranet;
e.
People Strategy – should be included and the Board will take
responsibility for it;
f.
Tax risk policy – Audit & Risk Committee;
g.
Fire Safety Policy – the Chair stressed that the Board had absolute
liability as Directors of the company and wanted to know how this
would be managed. Jamie Smith said that Health & Safety updates
would be reported quarterly and would include updates on Fire Safety
to give assurance to Board that everything was in place;
4.
Derek Morrison asked about the policies for Vivo and Hera. Jamie Smith
confirmed that they were part of group wide policies. Mary Gibbons added
that Vivo were regulated and by the Care Quality Commission (CQC) who
carry out regular inspections. Reviewing Vivo’s policies were part of the
inspections to give assurance. Vivo Board had previously been presented
with all the policies and Swan HA board had also approved them. The Chair
said that policies could be part of the review of governance of Vivo and
Hera. John Synnuck said that the previous board looked at all the policies
and strategies and Officers were attempting to streamline the process so
that the Board were not overburdened with operational issues. The Chair
expected to be presented with policies and strategies for which the Board
Members had absolute liability and responsibility;
5.
Jamie Smith would report back with a means of ensuring the Board had
oversight of the appropriate strategies and policies.
b)
Risk Management Strategy
NOTED:
1.
the Strategy contained track changes so that Members could see where
amendments had been made;
2.
the Chair suggested splitting out objectives and process in section 5. Jamie
Smith said that he would amend that section;
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3.
4.
Steve Walker noted that it appeared Swan had good risk management and
would hope all staff were fully engaged;
Members asked how staff were trained in risk, and they were informed that
the ‘experts’ in risk were invited to team meetings; there was also guidance
on the intranet. New members of staff were also trained via their induction
process.
AGREED:
the Risk Management Strategy, subject to the amendments
being made, as discussed.
10. REGULATION AND GOVERNANCE
Jamie Smith said that the Code of Governance would be presented at the next
meeting.
11. MARKET TRENDS REPORT
RECEIVED a report from Mary Gibbons on behalf of the Research and
Development Manager, updating Members on market influences and trends to
inform and provide a context to the work at Swan.
NOTED:
1.
the report gave information on market influences and trends to inform and
provide context to Swan’s work;
2.
a Local Authority Portfolio had been produced to assist the Development
and Regeneration team when identifying suitable sites, tendering for new
business and ongoing regeneration work. A second portfolio was being
drafted for Newham, and would be published in December 2013. Both
reports would be updated annually;
3.
Bellenden also produce a monthly note on the political environment and
other external information relevant to Swan;
4.
Members agreed that future reports should be presented on a 6 monthly
basis, and the Chief Executive would also give market updates at each
Board meeting on issues directly relevant to Swan, as well as informing
Members of any policy changes. The property portfolios would be published
on the Board Members area of the intranet;
5.
Peter Baynham asked about carrying out major development in areas
where housing was most needed. Sandra Fawcett explained that where
Swan was the preferred development partner in a Borough, that the
Borough makes it clear where they would like to see development schemes
brought forward and decisions are determined from the strategic meetings
with the partners. The aim is to build large housing developments with
mixed tenure types, mixed bedrooms and property types, to make it a
cohesive and sustainable community.
12. ANY OTHER BUSINESS
a)
Swan Foundation – Approval of New Trustees
NOTED:
1.
Members were pleased to see that the calibre of the candidates
recommended for appointment to the Swan Foundation was very high;
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2.
Members noted that the Trustees were not remunerated
AGREED:
the appointment of Dinesh Visavadia, Susanna Mason,
Khawar Malik, Zoe Buckingham and David Rossington, as Trustees of the
Swan Foundation.
b)
Arrangements for the Board Strategy Day – 17 January 2014
NOTED:
1.
the Board Strategy day would be held at the IOD in Liverpool Street,
London;
2.
John Synnuck expected to circulate a report by the end of next week;
3.
the topics for discussion would include Culture, Development, Treasury and
the Business Plan;
4.
a bus tour had been organised for the 6 January 2014 and would start in
Essex and finish in London. Committee Members would also be invited to
attend this tour.
13. DATE AND TIME OF NEXT MEETING
The next meeting of the Swan HA Group Board will take place on Thursday 19
December 2013 at 2.30 pm at Zurich House, Billericay.
The Chair closed the meeting at 4.55 pm
……………………………………………Chair
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