Appendix 8.2: Governance Transformation and Treasury Committee Terms of Reference

• To provide strategic oversight in relation to the development and delivery of Housing 21's Transformation (people and technology) and Value for Money Strategies which support Housing 21's overall strategic direction.
• Monitoring the delivery of these strategies, reviewing performance against agreed targets and compliance with related law/ regulations including the delivery of value for money.  
• To consider the key risks and mitigations associated with the delivery of the above strategies, and report to the Board their mitigation.  
• Consider the arrangements for organisational leadership which enable the organisation to continue to perform effectively and take advantage of opportunities for innovation and improvement.  
• Providing assurance to the Board on relevant policies that underpin the above strategies. 

• To review Treasury Strategy on at least an annual basis, making recommendations to the Board for approval. By exception, and if required, an adhoc meeting can be called to discuss and review major changes with the view to making a recommendation to the Board. 
• To provide ongoing oversight on the delivery of Housing 21’s Treasury Strategy and Treasury Management Policy by regularly reviewing treasury position, covenant compliance and capacity, as well as monitoring the impact of activities and cash flows on covenant compliance  

• Annually review and approve Housing 21’s governance framework, including but not limited to the roles and responsibilities of the Board, duties and responsibilities of Executives and Officers, standards of behaviour, conflicts of interest procedures, gifts and hospitality, and procedures for nomination, selection and removal of Board members and Directors. Recommending the Governance Framework to the Board annually for approval.  
• Consider the options for Codes of Governance, making recommendation to the Board for the adoption of the most applicable Code for the organisations.  
• Receive reports on compliance with the organisations chosen Code of Governance, and providing assurance to the Board annually on compliance, maintaining oversight of any improvement plans arising from non-compliance. 
• Ensure an appropriate process for reviewing Committee and Board effectiveness is in place annually.  
• Receive an annual report on compliance with the Governance aspects of the Regulatory Standards, reviewing accuracy and completeness prior to submission to the Board.  
• Review on an annual basis the register of interests and register of gifts and hospitality.  
• Set the scope for periodic reviews of the effectiveness of Housing 21’s governance arrangements with a formal external review completed at least every three years.  
• Ensure that appropriate remedial action is taken to address any identified weaknesses in governance or internal control raised by the Regulator and or as part of specific third-party reviews into effectiveness of governance.  
• Keep both the Board and Audit and Assurance Committee informed of Governance incidents/ weaknesses in governance, ensuring there is follow up to reduce or eliminate future incidents.  

• In discussion with the Chair annually review and assess the appropriateness of the structure, size, composition, skills, knowledge and experience of the Board and its committees including planning for the orderly succession and renewal of appointments to the Board.  
• Overseeing the process for the recruitment, selection, and removal of Board Members, including the documentation of formal agreements and job roles, whilst recognising that any appointment or removal of Board Members requires Board approval.  
• Ensuring that an effective induction, appraisal, training, and development programme is in place for all new and existing Board Members. 

• Keeping abreast of remuneration in other organisations determining and agreeing with the Board the remuneration of the Chair and Non-Executive Directors and making recommendation to the Board for the remuneration of the Chief Executive.  
• Seeking external benchmarking at least every three years to ensure remuneration packages remain fit for purpose.  
• Ensuring both contractual and non-contractual terms on termination, and any related payments made, are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised.  
• Ensuring that any severance payments made to any member of the Executive Team, including the Chief Executive, are in accordance with employment regulations. Compensation packages require Board approval as does the cessation of the Chief Executive's position.  

• Interacting as appropriate with the Investment and Development Committee on Long Term business planning and the links with Development and Asset Management activities, and with the Audit and Assurance Committee on internal control and risk.  
• Keeping up to date and fully informed about strategic issues, good governance and commercial changes affecting Housing 21 and the context, sectors, and markets within which it operates.  

3.1.1  A minimum number of members of the committee shall be three. Members of the committee will be appointed by the Board and shall not include management.  

3.1.2  The Chief Executive, Executive Director of People and Systems will have a standing invitation to attend the committee. The Chief Finance Officer, Head of Finance and Accounting, Head of Commercial Finance, Head of Legal, Director of Audit, Assurance and Governance, and other Executives may attend when required or invited.  

3.1.3  The Chair of the Board is a non-voting member of the committee.  

4.1 The quorum for meetings will be two committee members excluding the Chair of the Board

5.1  There will be a minimum of four meetings held per annum the dates of which are to be agreed with the Board but may be amended from time to time by the Chair of the Committee.  

Committee members should have or ensure that they have access to the following range of skills, experience, knowledge of and a general understanding of:   

• Finance  
• Treasury  
• Governance  
• People and culture 
• Innovation and transformation  
• Information technology  

The Board may delegate specific determination of specific treasury or investment decisions or other matters to the committee. 

The committee will review these terms of reference annually.