Glebe Meadow Westleton
Glebe Meadow Westleton

Governance of Glebe Meadow Westleton CIC

Background

Glebe Meadow Westleton Community Interest Company Ltd (GMW) is a company limited by shares and as such Directors of the Board must discharge their duties in the same way that Directors of commercial companies do so. This requires them to meet regularly and to take responsibility for the sub-groups of the Board, of which there is currently one main Group: a Management Group (MG) responsible for all matters of strategic implementation

 

The Board of GMW has a clear vision to develop the site of the former Vicarage in the heart of Westleton with age appropriate selfcontained accommodation for locals over 65 to enjoy a social and independent way of living within a community called Glebe Meadow (GM). The quality of accommodation units will be high, using latest technology to ensure comfortable but low maintenance cost accommodation. Future facilities will be developed as and when finances allow to enhance the well being of residents. Glebe Meadow aspires to be a welcoming and comfortable place to live for adults over 65 years old who wish to remain in a rural area but enjoy strong social connections with their neighbours.

 

In 2018 the Board will enter into an Option agreement with the owners, the Church of England, to secure the site and enable the organisation to obtain planning permission for 20 self contained units on the site. The Vicarage building will be converted into the social hub for residents, with some additional short stay accommodation on the first floor for their guests.

 

The Board is responsible for issues affecting the whole organisation, setting the strategic direction of the organisation and ensuring that all parts of the management  structure are working effectively.

 

The Board of directors of Glebe Meadow Westleton CIC Ltd take responsibility for running the organisation, the site, finances and employment of staff.

 

Governance of the Board

The Board of directors will set the vision, values, ethos and operations of GMW. It will set the scheme of delegation for the Management Group and it will appoint all delegates within that Group. 

 

For the first two years of the life of GMW from the date the Option Agreement is signed,  planned growth will be led by the Project Director Sarah Quinlan under the direction of the Board. This period of time is a transitional period for the organisation as it develops the Vicarage site into a residential estate for independent living for mature locals. The Project Director is a board director and will chair the Management Group and will sit on the sub-groups as appropriate, and will receive a fee of 1% of the Gross Development Value of the site when it is completed and fully sold, in lieu of expenses.

 

CORE FUNCTIONS AND DUTIES OF DIRECTORS

Being a Director on the Board of this Community Interest Company is a responsible position which is voluntary and unpaid and, as such, is a form of service to the local community. It requires people with expertise and energy who are prepared to be ambitious for the residents of Glebe Meadow so that we can provide and maintain the highest standards of co-living on the site. It needs people who will be prepared to challenge and be challenged in a constructive, thoughtful and respectful way, and who are committed, conscientious and responsible, working actively for the benefit of residents of Glebe Meadow.

 

The Board is:

  • Committed to the well-being of every resident of Glebe Meadow, current and future
  • Dedicated to achieving and maintaining the aims of Glebe Meadow
  • Conscientious in helping the Project Director, her successors and the organisation’s management groups to ensure resources are used effectively to achieve outstanding outcomes for residents
  • A strong advocate of Glebe Meadow and the rural co-living model it subscribes to.

 

There are statutory and regulatory expectations for those who take on the role of director of a Limited Company in the UK, in addition to the Memorandum and Articles of Association of the Company. The strategic role of the Board is to -  

  • Ensure clarity of vision, ethos and strategic direction of the Company;
  • Hold the Project Director and her successors to account for the development and operation of the site; and
  • Oversee the Company’s financial performance to ensure its money is well spent.
  • Contribute to the Company’s self-evaluation and understand its strengths and weaknesses, including the quality of the development, the Vicarage conversion and facilities on site, and the day to day running of the site.
  • Monitor performance management information to ensure the quality of services and facilities on site are high, and constantly improving.
  • Engage with key stakeholders
  • Be transparent and accountable, including in terms of recruitment of any staff paid or unpaid, governance structures, attendance at meetings, and contact with family and carers.

There are at least 7 key ingredients to ensure Boards fulfil their role well:

  1. The right people round the table
  2. Understanding their roles & responsibilities
  3. Good chairing
  4. Competent clerking i.e. maintaining records of discussions and decisions
  5. Good relationships based on trust
  6. Knowing the organisation and establishing and monitoring key performance indicators  
  7. Committed to asking challenging questions and having courageous conversations in the interests of residents 

 

 

ETHOS IN WHICH BUSINESS IS CONDUCTED

 

Because being a Director of Glebe Meadow Westleton CIC Ltd is a public service role, at the heart of the Board’s code of practice are the Nolan Seven Principles of Public Life:

 

Selflessness Holders of public service roles should act solely in terms of the  interest of their members. They should not act in order to gain financial or other material benefits for themselves, their family, or their friends.

Integrity Directors should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties.

Objectivity In carrying out public business, including awarding contracts, or recommending individuals for rewards and benefits, Directors should make choices on merit.

Accountability Directors are accountable for their decisions and actions to their stakeholders and must submit themselves to whatever scrutiny is appropriate to their office.

Openness Directors should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

Honesty Directors have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

Leadership Directors should promote and support these principles by leadership and example.

They should:

  • Set specific, measurable, attainable, realistic and timed targets to achieve key performance indicators
  • Evaluate strategy for improvement and forward plan
  • Interrogate data, information and proposals for change in a thoughtful and constructive way
  • Challenge orthodoxy and expected practice with respect for the professional work of others
  • ‘Stress test’ any new initiatives
  • Critically assess their own performance and the performance of the organisation in meeting its aims
  • Take proper professional advice on matters on which they are not themselves competent

Board members are expected to follow the above principles and to:

 

Participate

  • Prepare for and attend meetings
  • Be an involved member of sub-groups
  • Review complaint hearings when required
  • Carry out actions agreed by the Board

Know the site

  • Visit the site regularly, at least quarterly
  • Attend social events on site or for the benefit of Glebe Meadow
  • Know the sites self-evaluation and performance, understanding its strengths and weaknesses

Take part in training and development

  • Actively participate in training so as to constantly improve as a Board
  • Support and assist in the induction of new Board members

Demonstrate commitment to all matters of inclusion, diversity and equal opportunities

  • Actively demonstrate this commitment both internally and externally through language, decision-making and conduct

Have regard to and uphold the good reputation of Glebe Meadow

  • Whilst maintaining objectivity, supporting the Project Director and her successors, to lead the work of GMW to the best of their ability
  • Whilst being supportive, challenging appropriately the work of the Project Director and Management Group so that the organisation performs as well as it can

MEMBERSHIP OF THE BOARD AND ITS GROUPS

Members of the Board must combine amongst them a range of skills that cover the spectrum of those required to run a company or a business at senior level. These skills include:

  • Finance & Accountancy
  • Human Resources
  • Project Management
  • Property Estates
  • Business leadership
  • Law

The Board must have enough expertise to successfully challenge and hold to account the Project Director and her successors for the successful development and operation of Glebe Meadow, and their statutory compliance, financial probity and regulation.

Membership of the Board

Any person who is willing to act as Director, and is permitted by law to do so, may be appointed a Director:

  1. By ordinary resolution or
  2. By a decision of the Directors

 

TERM

The Board will have a term of office lasting four years. At the second formal meeting of the Board, a process for election will be held for the Chair and Vice Chair of the Board. The term of office for the Chair and Deputy Chair of the Board will be two years to ensure continuity.

 

Meetings and Lines of Reporting

MEETINGS

The Board will meet at least four times a year in the first 2 years of operation from date of Option Signing to discuss matters of performance, finance, audit, provision and growth. Thereafter the Board may meet twice a year. It is expected that directors will set aside enough time to be able to fulfil their responsibilities in accordance with their role. If Board members are unable to attend two consecutive meetings their position will be open to review by the Board.  

The Board’s Management Group will be chaired by a member of the Board, and will be appointed by the Board. It will be through reporting from this Group that the Board will analyse finance, site development and progress across all key performance milestones and objectives so that the Board can exercise their statutory responsibilities.

The Chair & deputy Chair of the MG will report the work of the MG to the Board at Board meetings. 

The meetings calendar will need to be carefully planned to ensure that the work of the MG is held effectively to account. Board meetings will always follow an MG meeting so that there is an effective reporting mechanism to ensure clear lines of accountability.

There should be a clerk to the Board who must be someone other than a director. The role of the clerk is to take the minutes of Board meetings as well as to organise meetings, distributing agendas and papers and ensuring the needs of the Board are met.

 

Decision Making

A quorum at each meeting will be the greater of two or one third of Board members (rounded up) holding office.

Any decision of the Full Board must be by decision of a majority of the Directors present.

 

Code of Conduct

Board members are expected to conduct themselves in a way that will not bring GMW into disrepute. The Board has the power to suspend a director where the director has acted in a way that is inconsistent with the best interests of GMW, or in a way that is likely to bring GMW into disrepute. 

 

Resignation

A director will cease to hold office if s/he resigns as a director by giving notice in writing (which can be by email) to the remaining directors, but only if there are at least 2 directors remaining.

 

OBLIGATIONS OF DIRECTORS

 

As company directors of GMW, the role confers an obligation to protect the assets, property and good name of the Company and the site. Directors must:

  • Take responsibility for decisions although they may delegate control and implementation to others
  • Act strictly in accordance with all governing body documents including the company’s constitution (the Articles of Association) and this policy document
  • Act in the interests of GMW without regard to their own private interests
  • Work in a way that is respectful of others whilst offering high levels of challenge and support
  • Manage the Boards affairs prudently

In managing the Company’s finances, directors must:

  • Ensure that bank accounts, financial systems and financial records are operated by more than one person
  • Make sure GMW’s property is properly managed and accounted for
  • Keep full and accurate accounting records
  • Prepare accounts and financial statements that give a fair and true view of resources and their application during the year and of the state of affairs at the year end

In applying the Company’s income, directors must spend it solely for the purposes of the Company.

 

Hospitality and Business Interests Directors (and staff) must not use public monies for personal benefit and should avoid obtaining goods and services for GMW that include elements of private use or accepting excessive hospitality from prospective suppliers. A register should be maintained to record hospitality and gifts received. This records, as a minimum, the name of the organisation that gave the hospitality/gift, the date it was received, its nature and approximate value.  Directors should be aware that the Bribery Act 2010 places the burden of proof on the recipient of favours.

 

Declarations of Business Interests and Managing Conflicts of Interest

It is vital that directors (and staff) act, and are seen to act, impartially. All members of the Board (and the MG) are required to complete a declaration of their business interests annually insofar as they relate to the business of GMW.  They should also include interests of related persons such as a parent, spouse, child, cohabitee and business partner where influence could be exerted by that person over a director in respect of their role as a director of GMW.

 

Where a director or ‘connected’ person has any interest, either pecuniary or non-pecuniary, in a matter to be discussed at a directors meeting, the director must declare their interest and withdraw from that part of the meeting.  The Project Director is excluded from this obligation, for practical purposes.  

 

Payments to Directors

Directors will not receive any remuneration for being a Director, other than payment of all reasonable out of pocket travel, accommodation or other expenses legitimately incurred by them in connection with their attendance at meetings acting in the capacity of Director.

 

Delegated responsibilities  

 

The Board of GMW is the non-executive body accountable for all aspects of the development and running of Glebe Meadow. 

It exercises its responsibilities initially through a Project Director and a Management Group who are responsible for all aspects of the development and subsequent day-to-day management of Glebe Meadow. In addition, the Board may appoint a range of sub-groups to take responsibility for specific areas of the work of the Board. Initially these sub-groups will report to the MG but in time the MG may cease to exist (eg if a full time manager is appointed and a residents council established) and the sub-groups will report directly to the Board.

The Management Group will be appointed by the Board and is responsible for managing all aspects of the acquisition, development and operation of Glebe Meadow within the strategic framework and direction established by the Board. The MG may establish sub groups to assist with this function and will create and support the effective operation of subgroups for this purpose. The MG will report directly to the Board via the Chair and deputy Chair of the MG.

 

The Management Group may co-opt two external members to join their Group for the period of a year

 

The sub-groups are:

  1. A Finance and Fundraising Sub Group to raise money and advise the MG on the financial health of the organisation, to monitor expenditure and income, to maintain an oversight of the Company’s risk management, and recommend capital expenditure to the MG. This sub group will also scrutinise and challenge expenditure decisions made by the MG, budgeting and value for money. The Board retains responsibility for ensuring that requirements such as auditing the accounts and reporting them are fully met. This Sub Group will also examine the longer term financial sustainability of the Company, monitoring performance against budget, ensuring an appropriate set of policies and procedures are in place to provide assurance that external funds received and internal funds generated are being used correctly and good value for money is being achieved. The Sub Group will also oversee the effectiveness of the Company’s risk management, financial accounting and reporting systems and policies.

 

  1. A Marketing and Publicity Sub Group to raise the profile of the development with a view to raising funds and sales interest. They will liaise with the Church of England and County Council and any other funding or supportive bodies regarding publicity materials that they may or may not wish to be included in. They will review and agree key material relating to communications and marketing, specifically (but not exclusively): sales prospectuses, the GMW website, any social media pages GMW establish, together with any social networking, branding and corporate stationery and signage.

And other sub-groups as the MG sees fit.

Residents Council

It is envisaged that when the site is operational a residents council will be formed to represent the views of residents. This will hold an important place in the evaluation processes associated with good governance. Such a group will provide valuable information on the quality of provision that is experienced by residents. The work of the council will be to manage the day to day running of the site and report to the Board. The Board will have responsibility for overseeing the composition and operation of the council to ensure it represents the views of a cross section of the residents.

 

The objectives of the Residents Council will be

 

  • To represent the interests of the residents;
  • to promote the rights and needs of residents in relation to the maintenance and improvement of their housing conditions, amenities and the environment;
  • to promote social, welfare and recreational activities for the benefit of the residents;
  • to promote equal opportunities and work for good relations among all residents;
  • to regularly consult and inform all residents;
  • to represent the majority view of residents;
  • to be non-party political

 

 

Quorum and voting

 

It is generally expected and encouraged that decision making by the MG & subgroups should be by consensus.  However, it is recognised that there will be occasions where a formal vote is necessary. Members shall have one vote each.  This is subject to any member having an interest, loyalty or duty that conflicts with interests of GMW in which case the member must declare his or her interest for the particular item and must not vote on or be present for the vote on that item. 

The quorum for the group shall be three non-conflicted members.  Voting shall be by majority decision.  Where necessary, the chair of the Board or subgroup may have a second or casting vote, provided that s/he is not prevented by a conflict of interest from participating in the voting.

  1. Meetings will be chaired by the chair of the group. In the absence of the chair, the subgroup will elect a temporary replacement from among the members present.
  2. The group will meet as often as is necessary to fulfil its responsibilities.
  3. Attendance at each group meeting, issues discussed and recommendations for decisions will be recorded and reported to the MG
  4. The chair of the Group will be responsible for giving an oral summary of the Group’s deliberations if necessary at meetings of the Board.
  5. The Group is authorised to invite attendance at its meetings from persons to assist or advise on a particular matter or range of issues.

In the event of a need to make genuinely urgent decisions between meetings on matters falling within the remit of the Group, the Chair of the Board, in consultation with the Project Director and chair of the Group, will take appropriate action on behalf of the Group. The decisions taken and the reasons for urgency will be explained fully at the next meeting of the Group.

 

Delegated Authorities

The MG and sub groups do not have their own budgets and so any expenditure or legal commitments of any sort may only be made with the prior consent of the Board.

 

 

COMPANY INFORMATION

Company Name: Glebe Meadow Westleton CIC

 

Company Number: 10348193

 

Date of Incorporation: 26th August 2016

 

Registered Office: 5 Studio Close, Westleton, Suffolk, IP17 3BJ

Care of (C/O): Sarah Quinlan

 

 

Welcome

Glebe Meadow is a  Community Interest Company established to buy the former Vicarage  in the heart of Westleton and convert it into the social hub for a new development of 20 modern, age appropriate homes for locals aged at least 65.  

 

 

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© Sarah Quinlan