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.
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:
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 -
There are at least 7 key ingredients to ensure Boards fulfil their role well:
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.
Board members are expected to follow the above principles and to:
Know the site
Take part in training and development
Demonstrate commitment to all matters of inclusion, diversity and equal opportunities
Have regard to and uphold the good reputation of Glebe Meadow
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:
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.
Any person who is willing to act as Director, and is permitted by law to do so, may be appointed a Director:
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
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.
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.
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.
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:
In managing the Company’s finances, directors must:
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.
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.
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 sub-groups are:
And other sub-groups as the MG sees fit.
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.
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.
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 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
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.