Section 2 - Board
The key principle:6.4 Housing Associations should be led and controlled by a Board which ensures delivery of its objects, sets its strategic direction and upholds its values.
Supporting principles:6.5 The role of the Board - Board Members have ultimate responsibility for directing the activity of the Association, ensuring it is well run and delivering the outcomes for which it has been set up.
The Board should have a statement of its strategic and leadership roles and of the key functions which cannot be delegated. These should include:
- Setting and approving policies, plans and budgets to achieve those objectives and monitoring performance
- Ensuring compliance with objects, purposes and values
- Ensuring the financial strength, solvency and good performance of the Association
- Ensuring that the Association complies with all relevant regulation, laws and the requirements of the DSD
- Dealing with the appointment and appraisal of the Association’s Chief Executive/Senior Officer
- Setting and maintaining a framework of delegation and internal control where appropriate
- Agreeing all policies and decisions on matters which might create significant risk to the Association - financial or otherwise.
- Ensuring that the Board makes proper arrangements to appraise and monitor the performance of the Chief Executive/Senior Officer and senior management team and determine the remuneration of the Chief Executive/Senior Officer and other senior staff
The Board must ensure that the Association’s vision, mission and values and activities remain true to its objects.
The Board must be aware of its responsibilities on the discharge of its activities as set out in the Criteria for Registration
, The Housing Order (Northern Ireland) 1992 (OPSI
) other Orders and in any other relevant instructions and guidance that may be issued from time to time by the DSD.
Board Members are bound to act reasonably at all times in the interests of the Association.
Board Members must ensure that they remain independent and do not come under the control of any external organisation or group of individuals.
The Association must demonstrate its independence by conducting its affairs without undue reference to, or influence by, another body.
Individual Board Members act in a personal capacity and not as nominees/representatives of any other body. The Department will generally expect that safeguards to ensure the Association’s independence in such circumstances are incorporated in its rules. These might restrict the number of nominees/representatives or members to 20% of the Association’s Board. For Associations that are part of a group structure, the Association should ensure that its composition does not compromise its independence
6.6 Group Structure - If an Association has a non-registered subsidiary the Board should ensure that the Association has effective control over such subsidiary and that the activities of the subsidiary does not conflict with or put at risk the achievement by the Association of its own objectives.
6.7 Strategic Direction - The Board should have a statement of its strategic and leadership roles and of the key functions which cannot be delegated. These should include:
- Three or five year strategy detailing the overarching strategic objectives
- Yearly business plan with targets set to achieve the strategic objectives
- Regular monitoring of performance against the targets
The Chief Executive/Senior Officer has the responsibility for maintaining a clear division of responsibilities between the Board and the staff. The Chief Executive/Senior Officer should provide an effective link between Board and staff, informing and implementing the strategic decisions of the Board
Board Members should focus on the strategic direction of their Association and not seek to become too operationally or directly involved in decisions that have been properly delegated to staff but, rather, should hold account through the Chief Executive/Senior Officer
For smaller Associations, where some members may need to be directly involved in operational decisions and matters, they should clearly separate their strategic and operational roles.
The Board’s responsibilities, legal requirements and obligations
The key principle: 6.8 Board Members are equally responsible, in law, for the actions and decisions of the Board. They are collectively responsible and accountable for ensuring that the Association is performing well, remains solvent and complies with all its obligations.
Supporting principles:6.9 Compliance - The Board must ensure that the Association has in place, understands and complies with:
- The Association’s Rules
- The Housing (Northern Ireland) Orders 1983; 1988; 1992 and 2003 - OPSI
- DSD Housing Association Guide
- Criteria for Registration
- Charity Commission for Northern Ireland
- Credit Unions and Societies / Companies House
- Industrial and Provident Society Law and the Financial Services Law - OPSI
- Section 75 of the Northern Ireland Act (put in link to Northern Ireland Act) - OPSI
- Health and Safety Executive legislation
- NI Employment Information
- Data Protection legislation - OPSI
- Any other legislation which may apply to particular organisations such as that relating to AccessNI - the provision of health or care services, the provision of housing and tenancy law and others
- Association’s own policies/procedures and codes
- Contractual obligations
6.10 Managing risk - The Board is required to assess its risk appetite, develop a strategy/policy to manage the risks and regularly review and take appropriate action to manage the identified risks. Board Members should understand the risks facing the Association and how these are managed and minimised. The Board should undertake a full risk assessment (either periodically or on a rolling basis) and take appropriate steps to manage the Association’s exposure to significant risks. Associations should note that the complexity of systems and controls expected should be commensurate with the risks identified and the resources of the organisation.
Essential documents to achieve this would be:
- Risk management policy and strategy
- Risk register – with review dates and ownership attached to each risk
6.11 Internal controls - The Board should maintain, and regularly review, the Association’s system of internal controls, performance reporting and policies and procedures. The Board should ensure that there is a system for the regular review of the effectiveness of its internal controls and, where appropriate, should set up an audit committee.
6.12 Audit - Effective Audit is essential to good governance. This goes beyond financial audit into all areas of an Association’s work and should be integrated into business management. It is the Board’s responsibility to ensure the Association remains financially viable, that a comprehensive assessment of the Association’s financial position and associated risks are presented to the Board on a regular basis and that a sound system of internal control is maintained.
Housing Associations are required to ensure that:
- Their external auditors are independent and effective;
- Different providers supply external and internal audit services;
- For small organisations where this is not a viable option there are safeguards in place to ensure that there is no threat to the objectivity and independence of the audit where the external auditor provides other services such as internal audit;
- There should be a proper and transparent procedure for the selection and periodic review of the appointment of external and internal auditors; and
- The Chair of the Board should not be a member of the audit and risk committee and may attend these meetings only by invitation of the Committee.
6.13 Equality and diversity - The Board must ensure that it upholds and applies the principles of equality and diversity and that the organisation is fair and open to all sections of the community in all of its activities.
The Board should ensure that it has in place appropriate policies, systems for monitoring and ensuring compliance with Section 75 of the Northern Ireland Act 1998 - OPSI
- in all areas of its work including:
- Allocation of resources, properties or provision of services
- Identification and assessment of needs to be met
- Membership of the Board and any sub-committees
- Staff recruitment, selection, training and conditions of employment
- Communication with stakeholders and the public
- Accessibility of meetings and communications
Where the Association is set up to serve specific needs groups, this should be clear and the above principles should be interpreted and applied as appropriate.
6.14 Prudence - The Board must act prudently to protect the assets and property of the organisation and ensure that they are used to deliver the Association’s objectives.
6.15 Fraud - All Associations are required to have in place a policy and procedure for managing fraud. For the purposes of this guidance fraud can be defined as the use of deception with the intention of gaining an advantage, avoiding an obligation or causing loss to another party. For practical purposes fraud may include such acts as false representation, concealment of material facts and collusion. The criminal act is the attempt to deceive. Attempted fraud is therefore treated as seriously as accomplished fraud. The suspicion that any of these acts has taken place should be regarded as potentially fraudulent and dealt with as such. Obtaining money, including grants, by providing false information can also be a criminal offence even if it is on behalf of an organisation rather than an individual.
All frauds and suspected frauds should be recorded in a register and reported to DSD immediately. The Association is also required to complete a quarterly fraud return as requested by DSD.
6.16 Association Rules -
All Associations are encouraged to adopt the NIFHA Model Rules 2006 (PDF 89KB)
. These must be approved by the Department before registering with the Registrar in Companies House. If an Association wants to make any further changes to these Rules it must submit a request to the Department including details of what the change is and proof that the Association's Board has approved the change prior to notifying and registering any change with the Registrar in Companies House as set out in Section 9 of the Industrial & Provident Act (NI) 1969 as amended by Article 29(6) of the Housing (NI) Order 1992 OPSI
. Associations should also ensure that their rules are subject to review on a 3 yearly basis.
6.17 Complaints - The Association must have in place a policy, procedure and formal system for reporting, managing and dealing with complaints from tenants, joint management partners and general public.
The formal system for reporting complaints should be clearly communicated to tenants, partners and general public. The Association is required to include in this details for referring any unresolved complaints to the Commissioner for Complaints for Northern Ireland (NI Ombudsman
6.18 Legal Actions - All Associations are required to notify the Department if there is any legal action being taken against them or, of any instances where there may be reputational damage done to the Association/Department or affect the Associations ability to function.
The key principle: 6.19 The Board should have clear responsibilities and functions and should organise itself to carry out these responsibilities effectively.
Supporting principles:6.20 Board member duties and responsibilities - Board Members should understand their individual and collective roles, responsibilities and accompanying duties. These should be clearly outlined in writing for all Board members. All members are required to sign, and return, a statement of obligations setting out their duties and responsibilities and expectations. This statement should include obligations to:
- Uphold the values and objectives of the Association
- Give adequate time and energy to their duties
- Act with integrity and avoid or declare personal conflicts of interest
Board Members must not act on their own on behalf of the Board, or on the business of the Association, without proper authority from the Board
6.21 The effective Board - The Board should organise its work to ensure that it makes the most effective use of the time, skills and knowledge of Board members.
The Board should meet regularly and ensure that its work is focused on delivering its strategic role.
Within the terms of the Rules of the Association the Board should ensure that it has enough Board Members to provide the skills and experience needed. The Board should consist of a minimum of seven members and a maximum of fifteen members.
The quorum should either be five voluntary Board members or 50% of the Board, whichever is the lesser.
The Chair should ensure that all members can contribute at meetings and that the proceedings are not dominated by particular members.
6.22 Information and advice - Board Members should ensure that they receive the appropriate advice and information they need in order to make good decisions and where necessary should take professional advice before making important decisions.
The Board should ensure that there is sufficient evidence recorded in the minutes of meetings to support decision making.
Board papers should be circulated well in advance of Board meetings and should include clear recommendations to the Board.
6.23 Skills and experience - Board Members should ensure that they have access to the diverse range of skills, experience and knowledge needed to run the organisation effectively. Collectively, the Board should have a mix of skills, knowledge and experience so that the Association can respond to the challenges and opportunities it faces.
The Association should ensure that its members have suitable experience in the following areas:
- Providing effective strategic leadership
- Governance, finance, business and management
- Human resources and diversity
- Housing Management
- Other specific knowledge appropriate to the needs of and services provided by the Association
6.24 Training, development and support
The Board should ensure that all of its members receive the necessary induction, training and ongoing support needed to discharge their duties effectively. The Association should ensure that it:
- Provides full induction package for new members
- Carries out a skills audit of all members periodically
- Prepares and implements a training plan for all members
6.25 Commitment - Board Members should endeavour to achieve a high level of attendance at meetings of the Board and of any Committees on which they serve.
6.26 Staff - The Board should ensure that it has a senior management team which has the necessary skills, knowledge, experience and resources in place to deliver the strategic aims and objectives of the Association.
The Board should ensure proper arrangements for the supervision, support, appraisal and remuneration of all staff including the employee in the most senior position. The Board should ensure that it has in place appropriate policies for:
- Performance appraisal
- Training, development and support
- Absence management
6.27 Volunteers - All volunteers must adhere to the policies and procedures of the Housing Association.
Roles and Responsibilities of Officers of the Board
The key principle6.28 The Board shall determine the responsibilities of the Chair, Vice Chair, Treasurer, Secretary and all sub-committee Chair’s. These should be formally recorded and include the following as a minimum:
The Chair’s responsibilities shall be set out in a schedule of responsibilities and shall specifically include the following:
- Ensure the efficient conduct of the Board’s business and the Association’s general meetings
- Ensure that all Board Members have an opportunity to express their views before any important decision is taken, and that appropriate standards of behaviour are maintained
- Establish a constructive working relationship with the Chief Executive/Senior Officer.
- Ensure that the Board delegates sufficient authority to its committees, the Chair, the Chief Executive/Senior Officer and others to enable the business of the Association to be carried on effectively between Board meetings, and ensure that the Board monitors use of these delegated powers.
- Ensure that the Board receives professional advice when it is needed, either from its senior staff or from external sources.
- Ensure that the Association complies with all policies/guidance which are appropriate to its circumstances.
- Working in consultation with other non-executive Board Members, take decisions delegated to the Chair with the advice of the Chief Executive
- Ensure that the Board makes proper arrangements to appraise and monitor the performance of the Chief Executive/Senior Officer and senior management team and determine the remuneration of the Chief Executive/Senior Officer and other senior staff
- Agree the roles of the Vice Chair, Secretary and Treasurer and all sub-committee Chair’s
6.30 Vice Chair
The Vice Chair’s responsibilities shall be set out in a schedule of responsibilities and shall specifically include the following:
- Chair Board meetings in the absence of the elected Chair
- Fulfil the responsibilities of the office of Chair in the event of the incumbent’s incapacity
Ideally the Treasurer should have either accountancy or financial experience. Their responsibilities shall be set out in a schedule of responsibilities and shall specifically include the following
- Be responsible for overseeing the work programme of the Internal and External Auditor
- Chair the Audit or Finance Committee (where applicable)
The Association shall have a Secretary appointed by the Board, who may be a Board member or an employee. If an employee is appointed as Secretary they will be a non-voting member of the Board. The Secretary’s responsibilities shall be set out in a schedule of responsibilities and shall specifically include the following:
- Notify and attend all meetings of the Association and the Board and keep the minutes of those meetings
- Keep the registers and other books determined by the Board
- Make any returns on behalf of the Association to the Registrar and the Department
- Have charge of the seal of the Association
- Be responsible for ensuring the compliance of the Association with the Rules of the Association
The Chief Executive/Senior Officer
The key principle6.33 The Association is required to appoint a Chief Executive/Senior Officer who has the necessary skills, experience and knowledge to lead, manage and run the Association effectively. Their duties and responsibilities should be formally recorded and include the following as a minimum:
- Act in the best interests of the Association
- Help the Board determine the Association’s policies and strategy
- Manage the affairs of the Association in accordance with its values and objectives, general policies and specific decisions of the Board
- Draw its attention to matters for consideration and decision
- Ensure that the Board is given the information necessary to perform its duties and, in particular, that it receives advice on matters concerning compliance with its governing instrument, the law and the need to remain solvent
- Ensure that proper systems of control and risk management are established and maintained
- Supervise the preparation of documents for consideration by the Board
- Assist the Chair to ensure that the business of the Board is properly conducted
- Lead and manage the staff of the Association and ensure their performance is appraised
- Represent the Association when required
6.34 Contract of Employment - As with other staff, the Chief Executive/Senior Officer will have a written contract of employment which, as well as complying with current legislation, clearly defines:
- His or her duties and the standard of performance expected
- Procedures for monitoring performance and fixing remuneration
- How complaints and disciplinary matters will be dealt with
- The length of contract and, if fixed term, whether it can be renewed, and any notice period
6.35 Remuneration - The Board should delegate to a Remuneration committee, responsibilities which include appraising the Chief Executive/Senior Officer and making a recommendation to the Board on a remuneration package. In terms of membership of this committee:
- It should include the Chair. However it is not appropriate that he/she should chair this committee because of the close working relationship that is required between the Chair and Chief Executive/Senior Officer
- It should not include any staff members of the Association or any Joint Management Partner
- Where there are Board Members, who are also paid staff of other Associations, the Board should consider whether their appointment to the committee could create an indirect or perceived duality or conflict of interest
The following should also be observed:
- Although the Board may act on the recommendation of a Remuneration Committee, it is for the Board, collectively, to approve the Chief Executive/Senior Officer’s remuneration package
- A remuneration package should be given which is sufficient to attract, retain and motivate the quality of the Chief Executive/Senior Officer required
- There should be full disclosure to the Board of all elements of the remuneration package, including pension arrangements, periods of notice and compensation payable for loss of office. Periods of notice of more than three months should be exceptional and should be specifically approved by the Board, with the reasons for the decision clearly minuted
- Any performance-related elements of the remuneration package should be linked to the achievement of specific and measurable targets which are agreed at the beginning of the year and are reviewed annually.
- The remuneration of the Chief Executive/Senior Officer should be openly disclosed in the Association’s Annual Report and Financial Statements including pension and other benefits.
- The Board may also delegate to the Remuneration Committee responsibility for developing and monitoring the policies for Recruitment, Performance Appraisal, Remuneration, Training, Development and Support and Absence Management
Board Performance, Renewal and Review
The key principle6.36 The Board should ensure that new members are recruited or selected on a systematic and continuous basis, and thus avoid more substantial changes at infrequent intervals. The Board should decide and publish its policies for:
- The recruitment or election of new members
- The preferred composition of its membership
- The length and number of terms of appointment
- The overall maximum terms of office for individual Board Members shall be no more than 3 terms with a maximum of 9 years. Once this has been exceeded, re-appointment to the Board may be considered only after a year’s break from membership
- Circumstances in which individuals would be excluded from becoming or continuing to be a Board member or co-opted member
(With effect from April 2010 a transitional period of 3 years will apply after which all Associations are required to have a maximum tenure in place.)
6.37 The Board is required to:
- Take steps to identify potential Board Members who may have no connection with the Association or existing Board Members
- Ensure that an induction pack is made available to all enquirers and new members
- Based on analysis of the training and development needs of individuals and the Board as a whole, ensure that effective arrangements are in place to enhance the skills, experience and knowledge of all its members
6.38 The Board is required to carry out an annual appraisal of its own performance, both on a collective and individual basis. Independent support may be considered for this process. The appraisal shall:
- Review how well the Board performs its key roles
- Review the effectiveness of Board relationships
- Review the performance of the Chair
- Review the composition of the Board, the skills and contribution of its individual members and the organisations ability to recruit and retain the balance of Board Members it needs
- Result in a clear governance improvement plan with agreed actions at both collective and individual level to deal with any identified weaknesses
- Review the extent of adherence to the Governance guidance contained in this Guide
6.39 The Board is required to periodically carry out reviews of all aspects of the Association’s work, starting with its governing document and use the results to inform positive change. These reviews should include:
- Association’s Rules, mission and objects
- Board and sub committees
- Staffing structures, policies and procedures
- Internal controls and performance reporting
- Planning and budgeting
- Arrangements and relationships with stakeholders and partners.
The key principle:6.40 To function effectively, a Board needs to have a process for getting through business in a positive and constructive way. This could be achieved through the formation of sub-committees to oversee specified areas of the Association’s work. These can include audit, risk, development, maintenance and housing management. Some have specific delegated responsibilities, while others are consultative and can be a channel for decision making. The Board should set out the functions of sub-committees, officers, staff and anyone performing duties on behalf of the Board in clear delegated authorities and should monitor their performance.
Supporting principles:6.41 Effective delegation - The Board should ensure that staff, volunteers and anyone performing duties on behalf of the Board have sufficient delegated authority to carry these out. All delegated authorities must have clear written limits relating to budgetary, reporting and other matters.
Where appropriate, the Board may need to delegate parts of its work to others in a clear, practical and legal manner. Delegations may be made to individual members, sub-committees, the Chief Executive/Senior Officer, other staff, agents or consultants. Delegations must comply with the terms of the Association’s governing document and any relevant legislation.
Delegations to other staff and volunteers should normally be made through the Chief Executive/Senior Officer. Delegations should always be in writing and should set clear limits on matters such as expenditure, authority and decisions that can be made. Delegations may be written in Board minutes, terms of reference for sub-committees, staff job descriptions or in a separate list.
In the interests of timeliness and efficiency in entering contracts for expenditure that are within the limits of the authority delegated to the Chief Executive/Senior Officer a Board may, subject to any restriction in the rules of the Association, delegate to the Chief Executive/Senior Officer authority to apply the Seal of the Association if the details have been reported to an Officer of the Board together with the nature of the document that it is proposed to seal and detail of the application of the seal is subsequently reported to the next Board meeting.
6.42 Terms of reference - Where appropriate the Board should set clear terms of reference for sub-committees, standing groups, advisory panels, etc. Such bodies should have clear written terms of reference in addition to any delegated authority.
6.43 Monitoring - All delegated authorities must be subject to regular monitoring by the Board. The Board should receive regular reports and minutes. Internal control and performance reporting should be used to monitor delegated authority by the Chief Executive/Senior Officer or staff.
The key principle: 6.44 The Board should view maintaining the integrity and interest of the Association as a primary overriding duty. It should act reasonably at all times in the interests of the Association and of its present and future beneficiaries, users and/or members. All individual Board Members should act according to high ethical standards and ensure that conflicts of interest are properly dealt with.
Supporting principles:6.45 No personal benefit - Members of the Board must not benefit from their position beyond what is allowed by its Rules of the Association and Article 31 of The Housing Order (Northern Ireland) 1992 and only when it is in the best interests of the Association.
The Association must have policies and procedures for members to claim legitimate travel and other expenses incurred during the course of conducting business on behalf of the Association
The Association is required to have clear guidelines for recording any allowable receipt of gifts or hospitality by Board Members. Limits on what is allowable should be clearly defined.
Members should never accept gifts or hospitality where this could be seen to be influencing the decisions of the Board
6.46 Dealing with conflicts of interest - For clarification purposes it should be realised that a perceived conflict of interest can only arise if it involves someone who has a key role in the decision making process (e.g. involved in negotiations, approvals, monitoring etc). In effect, someone who would be in a position to actually influence or direct a specific course of action to suit their own or others purposes. Also, the conflict is resolved when (a) it is acknowledged and (b) the individual then excludes him/ herself from any involvement in the decision making/ management process for that particular area. An Association can therefore continue to conduct business with customers who may have a relationship with one of its staff, management or Board providing that the above action is taken to address the potential conflict.
The Association is required to have procedures in place for Members to declare actual or potential conflicts. These should also be recorded in the minutes of Board meetings as well as a separate register.
Members of the Board should identify and promptly declare any actual or potential conflicts of interest affecting them, including conflicting loyalties which may arise when members are appointed as representatives of other organisations
If an actual or potential conflict arises at a meeting the member should refrain from partaking in any discussions or decisions, remove themselves from the meeting and have it so recorded.
The Board should take ultimate responsibility for dealing with and managing conflicts that may arise within the Association.
6.47 Probity - The Board is required to have proper arrangements in place for the referral and determination of individual cases raising issues of ethics or probity. These arrangements should include a Whistleblowing policy to allow staff and Board Members to raise issues of serious concern without fear of reprisal.
The key principle: 6.48 The Board should be open, responsive and accountable to its tenants, members, joint management partners, funders and others with an interest in its work.
Supporting principles:6.49 Communication and consultation - Each Association should identify all stakeholders with a legitimate interest in its work and ensure that there is regular and effective communication with them about the Association.
The Board should ensure that all staff, tenants and partners have a clear understanding of its role and objectives.
There should be appropriate communication and consultation with the tenants and stakeholders to ensure that:
- Their views are taken into account in the Association’s decision making
- They are informed and consulted on any plans or proposals which may affect them
- There are procedures for dealing with feedback and complaints from tenants, staff, shareholders, partners and the general public
- That the Association’s performance against targets is reported to staff, tenants and shareholders.
- The Board produces annual accounts in accordance with company legislation
The Board must produce an Annual Report on its success and failures and make it available to staff, tenants and shareholders. This should include details of its housing stock, collectable rent, summary performance information, the Association’s finances, information about Board Members including qualifications and service details
The Annual Report which should include the Financial Statements of the Association i.e. the Income & Expenditure Statement and the Balance Sheet should summarise the Associations policies for ensuring good governance and the management of risk. It should also disclose for each Board Member the number of attendances at meetings of the Board and of its committees on which they serve and the total of expenses paid for or reimbursed to them in the year.
6.50 Openness and transparency - The Board should be open and accountable to stakeholders about its own work and the governance of the Association. The Association should ensure that:
- It is clear about the information available whilst protecting personal and commercial confidentially
- It is open about the Association’s work, governance, and strategic reviews
- The principles of equality and diversity are applied
6.51 Accountability - Associations should identify the range of stakeholders to which it is accountable, and ensure that each group, where relevant, has the appropriate influence over or involvement in, planning and decision making.
The Association should ensure that it has clear policies on eligibility for membership and that these policies are published
Shareholders are expected to subscribe to the aims of the Association and support its work. Shareholding membership provides a pool of persons from which Board members may be drawn and an opportunity for individuals to express support for and commitment to the organisation.
6.52 Involvement of residents, communities and neighbourhoods - The involvement of residents, communities and neighbourhoods is a major focus of accountability, and Associations should adopt a comprehensive package of measures that meet their needs. All Associations should adopt and publish their policies for communicating with residents and others in their community about the work and performance of the Association.