Appendix 2: Decisions reserved

1.1 Development and Review of the organisation’s Purpose, Vision, Strategic Objectives and Values 

1.2 Approval of the Strategic Plan. 

1.3 Oversight of Housing 21’s operations (including accounting, planning and internal controls systems) 

1.4 Proposal of amendments to Housing 21’s charitable objects or any expansion of the organisation’s operations into new activities. 

1.5 Reviewing management/ operational performance including Health and Safety and Management of Risk. 

2.1 Oversight of and changes to the corporate structure including approval of the decision to create, purchase (in full or part), sell, liquidate or dispose of any business and or subsidiary company 

2.2 Changes to Housing 21’s management and control structure. 

3.1 Approval of and amendments to Housing 21’s Rules and membership of the Board and the Boards of the subsidiaries. 

3.2 Delegation of authority to Board committees and the CEO. 

3.3 Changes to the structure, size and composition of the Board. 

3.4 Appointment of the Chair of the Group Board, and appointment of members to Board Committees. 

3.5 Appointment and removal of Board Members. 

3.6 Appointment and termination of the Chief Executive and setting terms and conditions of employment. Note: Power to determine if changes are needed to the remuneration and terms and conditions of employment (including payment of any salary, bonus, any other emoluments) of the Chief Executive is delegated to the Governance Committee who makes such recommendations to the Board. 

3.7 Ensure appropriate arrangements are in place for dealing with any conflicts of interest arising for individual Board Members. 

3.8 Establishing board committees and approval of the Terms of Reference of any group Board committees. 

3.9 Proposal of amendments to the organisation’s Rules to the Annual General Meeting. 

3.10 Approval of the annual report on governance and control. 

3.11 Ensuring maintenance of a sound system of internal control and risk management 

4.1 Approval of the financial framework and five-year financial plan, including approval of corporate budgets for the Housing 21 Group. 

4.2 Approval of the Financial Regulations, Key Accounting Policies and Financial Delegated Authority Policy and Financial Authority Matrix on the recommendation of the Audit and Assurance Committee and the monitoring compliance against the Financial Regulations Framework. 

4.3 Approval of investments (land, buildings, assets, financing, contracts), disposals (land, buildings, assets, financing), development activity, and expenditure (capital and revenue) in line with the Housing 21 Financial Regulations, Delegated Authority Policy and Financial Authority Matrix. 

4.4 Ensuring proper financial accounting records are kept which disclose with reasonable accuracy the financial position of Housing 21 and any subsidiaries, and ensuring they comply with relevant legislation and regulatory requirements. 

4.5 Appointment of External Auditors at the AGM (on recommendation from the Audit and Assurance Committee). 

4.6 Approval of the Housing 21 Financial Statements.  

4.7 Approval of the delegated bank account signatory framework (job grades and limits).  The administration of the framework is delegated to the Executive Team. The Chief Financial Officer, Head of Finance, and Company Secretary are authorised to inform Housing 21’s banks of any changes to mandates. 

4.8 Approval of material changes in pension scheme rules and pensions provision to employees. 

4.9 Approval of changes to insurance arrangements where this results in an increased exposure to Housing 21 in excess of £250,000. 

4.10 Approval of the treasury strategy and capital structure. 

4.11 Approval of new loan facilities. 

4.12 Approval of decisions in litigation situations involving £1m+ or being otherwise material to the interests of Housing 21 (as determined by the Chief Executive). 

4.13 Approval of the rent setting policy 

5.1 Approval of an annual budget and operating plan that sets out forecast financial performance for each business stream. 

5.2 Approval of investment decisions outside the core businesses of Retirement Living and Extra Care  

5.3 Agreement of the guidelines or investments in each business stream and the associated delegations to the Chief Executive and Executive Directors tasked with delivering the investments. 

5.4 Approval of investments outside the agreed Financial Framework and Delegated Authority Framework. 

5.5 Approval of delegation levels for each type of business opportunity. 

5.6 Approval of purchases of new businesses/activities where this is outside the parameters agreed through the business planning and budget process. 

Approval of key policies as defined within the Board Policy Framework  

As a result of implementing a clear Committee Structure and to ensure there is limited duplication of policy review between Committees and the Board at its meeting in March 2023 approved those policies with a direct link to their reserved matters (those items which the Board cannot delegate) and areas of strategic importance and where there is no logical link to a committee. All other policies will either be reviewed and approved at a committee level or by the Executive. 

Policies for Board approval 

Policies for corporate functions not for Board approval - reflecting Committee approval 

Decisions and actions not reserved to the Board or within the scope of responsibilities delegated to the Board’s Committees are delegated to the Chief Executive unless the Board determines otherwise or the Chief Executive considers it necessary or appropriate for a matter or issue to be reported or referred to the Board for determination.