Statement on the Maintenance of the Board

[a Statement was first adopted by Unipol’s Board on 5 July 2007 together with an agreement that it would be reviewed annually. The most recent review date is shown as the end of this Statement].

Context

Unipol’s Board has adopted this Statement on the Maintenance of the Board in order to promote good corporate governance; to enhance the values of the organisation; and to embed equality and diversity.

Preamble

The Statement recognises that Unipol’s Board is comprised of two groups of Directors/Trustees, viz. those Directors/Trustees appointed by Unipol’s principal members; and those Directors/Trustees co-opted by the Board. The statement is supplementary to the Articles of Association with and a reference point for the principal members when determining their own appointees to Unipol’s Board.

In striving to promote and maintain a high quality Board of Directors that is well able to deliver Unipol’s vision, values and objectives as well as meet the requirements of the Articles of Association, the Board recognises the key importance of both its collective skills and attributes; and the significance of diversity and equality.

Skills Required

In order to fulfil its responsibilities the Board well understands the need for a wide-ranging and complementary set of skills amongst its membership. Those required collective skills will vary over time, because of changes in Directors/Trustees; and the evolving aspirations of and challenges to the organisation. The Board will review these requirements – and current needs – on an annual basis.

Current identified needs are for:

legal and financial professional expertise;
a Leeds based Director/Trustee who can bring a ‘whole city’ perspective and also facilitate networking within the city;
a Director/Trustee with a national profile and knowledge of national policies and their implications for Unipol;
other specialised professional skills for embedding within the Board; and
a Director/Trustee with direct knowledge of particularly important arenas for Unipol’s operations.

Diversity and Equality

Unipol is committed to providing equality of opportunity. Everyone has a right to such opportunity and to a good and harmonious environment and atmosphere in which everyone is encouraged to apply their diverse talents and in which no-one feels threatened or intimidated. This right is protected in many instances by legislation.

Unipol will maintain a culture where individual differences are valued and respected and which enables everyone to give of their best and helps Unipol to respond more effectively to its residents, other clients and partners. Unipol will promote equality of opportunity and fair participation within the framework of the law; and seek to be broadly representative of the society that we serve.

Unipol will not discriminate on the grounds of gender, race, colour, ethnic or national origin, age, disability, religion, religious or similar philosophical belief, social class, marital status, family responsibilities, sexual orientation, gender re-assignment or community background.

Appointments to the Board by Unipol’s Principal Members

Unipol’s principal members have the right to make their own appointments to the Board. Prior to all such appointments, however, Unipol requests each principal member to consider and pay due regard to this Statement including, in particular, the sections on Skills and on Diversity and Equality; and also assure themselves of appointees’ commitment to uphold the values and objectives of Unipol and to acting with integrity. The principal members are also requested to liaise with Unipol regarding the outcome of any relevant Director/Trustee review(s).

Co-options to the Board

In all decisions on the co-option of Directors/Trustees, the Board will consider and pay due regard to this Statement, in particular the sections on Skills and on Diversity and Equality.

Co-options will always be made by selection on merit, by the well-informed choice of individuals who through their abilities, experience and qualities match Unipol’s needs.

Candidates for co-option will be required to demonstrate their commitment to uphold the value and objectives of Unipol and to acting with integrity.