Vectis HA Governance Review 2016 Infante Consultants

Governance Review Process Why conduct a review? The Purpose to take a step back from “business as usual” to identify measures for improvement

Review Outcomes The picture emerging is one of a well governed organisation Clarity of roles Trust in the information/ reports presented Recognition of the challenges Limitation imposed by scale “Small pond” To keep the big picture focus

The Board’s Effectiveness in its Key Governance Role Question Your Comments/ Suggestions for Improvement A1 Does the Board take a lead on setting the Association’s values and strategic objectives? Generally yes – some difference of view about influence of Board vs Executive – but confidence that the Board determines the culture A2 Do the key planning documents (strategy, budgets, operating plan and others) enable the Board to effectively guide the Association? Generally satisfied Recognition of the governance cycle of approve/review/amend Documents good but could be better integrated A3 Does the Board fully and properly consider proposals before making decisions? Generally yes Sometimes pressure of time curtails discussion Reference to contentious issues and heated debate Sometimes opinion plays stronger than evidence (in reports) A4 Does the Board compare the Association’s performance with that of its peers? General reference to SHAPE data but some members seem unfamiliar with it A5 Does the Board regularly review its development projects any high risk initiatives? Unanimously agreement that there’s close scrutiny and a cautious approach so far – may be changing The process of discussion/ review could be more structured

The Board’s Effectiveness in its Key Governance Role Question Your Comments/ Suggestions for Improvement A6 Is the Board happy with the Association’s arrangements for risk management and internal control? Generally yes – reference to internal audit role? Suggest need better integration HM /Maintenance Basics in place but couldn’t name top 5 A7 Is the Board satisfied with the way it gains information and feedback from the Association’s customers? Generally yes – it has improved Lots of reference to walk-abouts, TBMs, Need to ensure that responses are evidence based Use of social media A8 Are clear performance targets set for the Association’s core activities? Generally yes – but “keep in view” Need to make sure that PIs are driving VHA’s social objectives Themed meetings liked by some, others feel it prevents a real overview of performance A9 Are reports which the Board receives produced in the right level of detail and right frequency? Generally very satisfied with reports although a regret at the demise of CE report A10 Is the Board satisfied with the action taken when performance is below target? Generally – although there is a sense that if reasonable explanations are given and accepted then there is potential for the issue to drift

How Well Does the Board Work Together? Question Your Comments/ Suggestions for Improvement B1 Is the Board and committee structure right for the Association’s business? Agreement that it is right – Now Need to strengthen Tenant Forum B2 Are the roles of the Board, Committees and any working groups clear? Very clear and satisfied B3 How well does the Board work together as a team? General satisfaction - Cordial / cooperative A sense that new members are less embedded Recognition of personal strengths and weaknesses B4 Does the Board have enough time to consider strategic and planning issues? Generally yes – but sometimes feels hurried Time is not the issue – it’s about effective engagement Consider – yes ....discuss/debate not always B5 Are the dividing lines between the Board’s governance function and the executive team’s operational role clear and adhered to? All very clear – although some comment that it all feels operational Acknowledgement that new CE will have a new approach B6 Are there any practical changes in board administration that could help fulfil the Board role? Generally satisfied Suggestions regarding diversity / fresh blood Request that time constraints not be allowed to rush decisions

Right Skills and Experience? Question Your Comments/ Suggestions for Improvement C1 Do the skills and experience around the board table match those needed to effectively oversee the Association’s business? Better now but no room for complacency Gender imbalance, middle-aged, middle-class Not sure of what skills ARE around table Could benefit from surveying skills Might help to have more members who are still working C2 How does the Board connect and engage with the communities which the Association serves? Very varied responses References to AGMs, Away days, walk-abouts, property inspections Could be improved.....”it doesn’t” C3 Is the Board satisfied with the way new board and committee members are attracted and selected? General recognition of difficulty of recruitment – “not glamorous” Video-conferencing might make it less of a demand Could consider using a head-hunter C4 Does the Association provide an adequate induction programme to new board members? A wide range of answers From yes it’s now much better to No, quite basic Suggestions of access to external training, NHF, jargon busters, Members Pack

Right Skills and Experience? Question Your Comments/ Suggestions for Improvement C5 How well does the Association keep members up-to-date with changes in the operating environment? Universally strong response – in meetings, between meetings, use of website, newsletters C6 Is the Board’s attendance record good? Yes – also keep in touch between meetings C7 Do members come to meetings well prepared? Generally yes – papers 2 weeks before meetings C8 Do members contribute fully to the discussion? Generally yes Note that repetition of points can blur the focus

Further Comments Observations Suggestions Vectis has a proud history! There have been lots of changes – mostly for better It sounds rosy but compared to many, VHA governance is strong The key is governing and stewardship, not day-to-day management There is a new relationship to develop between Board and CE Must continue to manage risks carefully Aim for faster turnover of members Beware complacency Need better co-ordination between Board and Tenant Forum – time and duplication could be saved Board should occasionally have closed session The Board should do more than provide “assurance” – we should energise the organisation with passion for purpose, a can-do attitude and an appetite for innovation