RECORD OF THECOMMON BOARD OF SWAN HOUSING ASSOCIATION LTD, SWAN NEW HOMES LTD, SWAN COMMERCIAL SERVICES LTD, HERA MANAGEMENT SERVICES LTD AND VIVO SUPPORT LTD

MEETING HELD ON 21 MAY 2015 @ 2 PM

Present:

Members:Valerie Owen (Chair);Sheila Lewis;Marie Li Mow Ching;Alan Palmer;Sukhvinder Kaur-Stubbs; Parmjit Dhanda;John Synnuck and Jamie Smith

Officers:Geoff Pearce (Executive Director – Regeneration & Development); Sandra Fawcett (Executive Director - Housing); Mary Gibbons (MD – Vivo Support Ltd and Executive Director Strategy and Support); Suzanne Wicks (MD – Hera Management Services Ltd); Malcolm O’Brien (Executive Director People & Communications) and Jan Collier (Board Secretary).

Action
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 and of MIC Ltd.
Marie Li Mow Ching declared an interest as Non-Executive Director of Axiom Housing Association and North Hertfordshire Homes.
Peter Baynham declared an interest as Non-Executive Director of Victory Housing Trust and Radian Group Housing Association, and Member of the Board for Harpenden Building Society.
3. / a)APPROVAL OF RECORD/MINUTES
RECORD OF THE COMMON BOARD OF SWAN HOUSING ASSOCIATION LTD, SWAN NEW HOMES LTD, SWAN COMMERCIAL SERVICES LTD, HERA MANAGEMENT SERVICES LTD AND VIVO SUPPORT LTD HELD ON 26 MARCH 2015
NOTED:
  1. Alan Palmer referred to note 8 paragraph 4 – Balanced Scorecard and Performance Report – and suggested that for clarity, ‘staff’ should be included before ‘turnover’;
  2. Sukhvinder Kaur-Stubbs asked about progress with the Community Cohesion meeting; John Synnuck said that the meeting was being held on the 14 July 2015 and feedback would be given afterwards. Sukhvinder Kaur-Stubbs said that she would be happy to give any support to this project that was required.
AGREED: that the record of the meeting of the Common Board of Swan Housing Association, Swan New Homes Ltd, Swan Commercial Services Ltd, Hera Management Services Ltd and Vivo Support Ltd, held on 26 March 2015be signed as a correct record.
SWAN HOUSING ASSOCIATION LTDBOARD MINUTES – 26 MARCH 2015
AGREED:the minutes of the Swan Housing Association Ltd Board meeting held on 26 March 2015be signed as a correct record.
SWAN NEW HOMES LTD BOARD MINUTES – 26 MARCH 2015
AGREED:the minutes of the Swan New Homes Ltd Board meeting held on 26 March 2015be signed as a correct record.
SWAN COMMERCIAL SERVICES LTD BOARD MINUTES – 26 MARCH 2015
AGREED:the minutes of the Swan Commercial Services Ltd Board meeting held on 26 March 2015be signed as a correct record.
HERA MANAGEMENT SERVICES LTD BOARD MINUTES – 26 MARCH 2015
AGREED:the minutes of the Hera Management Services Ltd meeting held on 26 March 2015be signed as a correct record.
VIVO SUPPORT LTD BOARD MINUTES – 26 MARCH 2015
AGREED:the minutes of the Vivo Support Ltd Board meeting held on 26 March 2015be signed as a correct record.
b)MATTERS ARISING
Action Sheet
4. / UPDATE FROM THE CHIEF EXECUTIVE
PRIVATE & CONFIDENTIAL
5. / REPORTS FROM THE CHAIRS OF THE AUDIT & RISK COMMITTEE, OPERATIONS COMMITTEE AND THE DEVELOPMENT & NEW BUSINESS COMMITTEE, PLUS MINUTES
Operations Committee – 16 April 2015
AGREED: The minutes of the Operations Committee meeting held on the 16 April 2015.
Audit & Risk Committee – 28 April 2015
AGREED: The minutes of the Audit & Risk Committee meeting held on the 28 April 2015.
Development & New Business Committee – 12 May 2015
AGREED:The minutes of the Development & New Business Committee meeting held on 12 May 2015.
6. / REPORTS FROM SUBSIDIARY COMPANIES
EXECUTIVE UPDATES
Swan Housing Association Ltd – Executive Update from Sandra Fawcett (SF)
Swan New Homes Ltd – Executive Update from Geoff Pearce (GP)
Swan Commercial Services Ltd – Executive Update from Geoff Pearce
Hera Property Services Ltd – Executive Update from Suzanne Wicks
Vivo Support Ltd – Executive Update from Mary Gibbons
7. / BALANCED SCORECARD AND PERFORMANCE REPORT
RECEIVED the Balanced Scorecard and Performance Report from Jamie Smith.
NOTED:
  1. The contents of the report;
  2. Sales were in line with what had been expected at forecast time;
  3. Development handovers – a number of waivers were in place that had been agreed with the HCA and the GLA;
  4. Employee turnover – there was work taking place on comparing and validating the target, which may be a little out of date. JAS reminded the Board of the diversity of the Group because of the different business streams which affected the target;
  5. Sukhvinder Kaur-Stubbs asked what the key area was which resulted in Swan being the One to Watch in the Times Top 100. Malcolm O’Brien (MOB) said that ‘My Team’ affected the score but was a small margin away and went on to explain what My Team covered. John Synnuck added that workshops had been carried out with the Executive Team to find out what the key issues are;
  6. JAS gave a year-end update and said that overall the Group expected to outperform forecast by c£8m. However, the headline figure will be worse because of the transaction and break costs associated with the bond issue resulting in a bottom line loss of £14m. This had been explained to the HCA and would no doubt be picked up by Inside Housing; a communication exercise had also been started at the Employee Conference to alert staff. John Synnuck said that given recent announcements by the HCA there was a chance that in future Swan’s viability could be graded as V2, which was still a compliant grade, but showed that the organisation was working on things that carried risk. A number of risks had moved from amber to red including the impact of the forecast CPI.
  7. GP referred to the recycled funding repayment risk which could reduce as Swan had recently received approval from the GLA to roll it over to use for the Cambridge Road scheme if it is started this year;
  8. Alan Palmer said that it would be helpful to indicate on the risk register where wording had changed.
/ JAS
8. / PROJECTS OF STRATEGIC IMPORTANCE
a)Blackwall Reach Update
b)Craylands
c)Laindon Centre
d)Development Update
9. / ISSUES OF STRATEGIC IMPORTANCE
a)Health & Safety
RECEIVEDa report from Jamie Smith giving an update on Health & Safety across the organisation.
NOTED:
  1. The contents of the report;
  2. JAS highlighted the positive performance against the national average regarding accidents and incidents;
  3. The Executive Team had discussed Health & Safety at a recent meeting and had focussed on ASB incidents, slips trips and falls and driving accidents and more work was being done to drive these results down further;
  4. New CDM Regulations had been introduced and Board training had been organised for the morning of the 23 July 2015;
  5. JAS confirmed that the risk scoring of Health & Safety risks had reduced over time because of the control mechanisms and mitigations in place;
  6. Fire Risk Assessments (FRA) were a key risk and JAS confirmed that 543 had been completed during the year 2014/15 and good progress was being made in closing out the actions;
  7. The Chair referred to page 8 and the key points to note in terms of current performance on maintenance servicing. SF confirmed that this is discussed at Operations Committee and also included in the KPI ‘pack’; there had been concern that the data reported was two to three months old and more up to date data was being used now. There was a transition process in place. JAS said that he expected the quality of information to improve with the new system in place, which would be shown when the next report is presented.
b) IS Strategy Action Plan
RECEIVED the IS Strategy Action Plan Suzanne Wicks.
NOTED:
  1. The contents of the report;
  2. SW confirmed that good progress had been made with the action plan and there were just two items that had not been delivered within target relating to IT training; SW informed the Board that Swan had recently appointed a Training Co-ordinator and she will be responsible for rolling out the new IT training package based on responses from staff;
  3. The IS Strategy was being reviewed this year by an external consultant who would ensure that it is in line with what is expected to be delivered. SW said that this would be presented to Board at their meeting in September 2015;
  4. The key point this year was the saving of £1.17m over the next 5 years made by retendering the IT and WAN support.
c) Equality & Diversity
RECEIVEDan Equality & Diversity report from Sandra Fawcett.
NOTED:
  1. The Equality & Diversity Policy had been updated to reflect the current requirements;
  2. Housing Diversity Network accreditation was being sought in August 2015;
  3. The revised Equality & Diversity Policy and the Equality Scheme 2015-18 had both been prepared following consultation with the RCCs and the Operations Committee, who receive bi-annual updates as well;
  4. Parmjit Dhanda said that he thought it was a good scheme but there was a focus more on older people and felt that there could be more around young people and apprenticeships. SF said that she was happy to look at this, however the focus had been around older people based on the residents consultation and what they wanted to see in the document;
  5. The Chair asked whether the employee profile reflected the demographics proportionally. SF said that it did not absolutely but work was always ongoing in relation to this. She added that the demographics in Newham, Redbridge and Havering differ to that in Tower Hamlets.
AGREED:
  1. The revised Equality & Diversity Policy;
  2. The revised Equality Scheme 2015-18.
d)Treasury Strategy
e)Employee Survey / SF
10. / REGULATION AND GOVERNANCE
a)Excellence in Governance Action Plan
RECEIVED the action plan from Jamie Smith.
NOTED:
  1. The contents of the action plan;
  2. The actions were largely complete. Some actions had been incorporated from the recent Board appraisal process, and there were a couple of actions relating to the Rent Setting Policy which was in the process of being drafted;
  3. The set of annual accounts in 15/16 would show the new process around signing off compliance with the Governance and Financial Viability Standard;
  4. The Chair announced, and it was agreed, the following Swan Board Members who will be Chair or Members of the various committees, as follows:
Operations Committee – Chair – Marie Li Mow Ching and Member – Parmjit Dhanda
Audit & Risk Committee – Chair Peter Baynham and Member – Alan Palmer
Development & New Business Committee – Chair – Sheila Lewis and Member Sukhvinder Kaur-Stubbs
b)Common Membership of Swan Housing Capital
RECEIVED a report from Jamie Smith seeking approval of the Common Membership of Swan Housing Capital.
NOTED:
  1. Swan Housing Capital (SHC) was originally created as part of the bond issue process and with two Directors, John Synnuck and Jamie Smith;
  2. A governance structure with common membership across all operation companies within the Group has been designed and adopted and it was therefore proposed that the non-executive Board Members of the Group also join the Board of SHC;
  3. At the recent Audit & Risk Committee meeting it was agreed that a risk should be added to the risk register with regards to the particular risks associated with the release and disclosure of information, to ensure that the rules are not contravened;
  4. JAS confirmed that SHC was a non-regulated entity (by the HCA), and was covered by all the standard internal processes that Swan already had. SHC would also be included on the standard agendas going forward and would be included in any decision making.
AGREED:
  1. That the non-executive board members of the group join the SHC board;
  2. The advice from Devonshires and be aware of the responsibilities and duties of the Directors of SHC.
c)Share Allocation
RECEIVED a report from Jamie Smith seeking approval of a share allocation for Sukhvinder Kaur-Stubbs and Parmjit Dhanda.
AGREED: that a share is allocated to Sukhvinder Kaur-Stubbs and Parmjit Dhanda.
d)Terms of Reference – Development & New Business Committee
RECEIVED a report from Geoff Pearce seeking approval of the amended Terms of Reference for the Development & New Business Committee.
RECEIVED AND NOTED.
AGREED: The Terms of Reference for the Development & New Business Committee.
11. / NEW/SIGNIFICANTLY REVISED COPORATE STRATEGIES
Members noted that there were none for this meeting.
12. / ANY OTHER BUSINESS
a)Seals Register and Tender Book
RECEIVED AND NOTED.
14. / DATE AND TIME OF NEXT MEETING
The next meeting of the Common Board of Swan Housing Association Ltd, Nu Living Ltd, Vivo Support Ltd, Hera Management Services Ltd and Swan Commercial Services Ltd will take place on Thursday 23 July 2015 at 1.30 pm at Tramway House, Stratford. A sandwich lunch will be provided from 1 pm.

The Chair closed the meeting at 4.25pm

……………………………………………Chair

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