Board Responsibilities

02/05/2019

Board Responsibilities

To ensure clarity about the distribution of responsibility and accountability within the Board, the specific responsibilities of Directors and formal offices have been codified:

Responsibilties of Directors
Responsibilities of the Chair
Responsibilities of the Deputy Chairs
Specific Responsibilities of the Deputy Chair - Portfolio
S
pecifci Responsibilities of the Deputy Chair - Partnerships
Responsibilities of the Treasurer

Responsibilities of Directors

Unipol – the Organisation

Unipol started operations in 1973 as part of the University of Leeds. In 1975 it became an independent charitable trust based in Leeds.  In 1997, as Unipol grew in size, it became incorporated as a company limited by guarantee.  Board Members are, therefore, both charity trustees and Company Directors (hereafter referred to as Directors).

Five institutions are the company’s members: the four founding members - the University of Leeds, Leeds Metropolitan University, Leeds Metropolitan University Students’ Union and Leeds University Union. Each of the founding members can nominate three Board members. Bradford College was later added as a member and can nominate 1 Board member.

There is a wholly owned subsidiary company, Leeds Student Homes Ltd, which is currently dormant.

The Board
The Board has thirteen members appointed by the five member institutions and provision for five co-opted trustees/Directors. There are four Officers of the Board: the Chair, Deputy Chair - Partnerships, Deputy Chair - Portfolio and Treasurer. 

The charity has four main Committees that report to the Board (and who are chaired by Directors)

Financial Affairs and Staffing
the Portfolio Committee
Communications and IT Committee
the Review and Remunerations Committee

The charity also runs a number of Groups and Forums.

Directors normally sit on at least one Committee or Group.

Subject to the provisions of the Companies Acts and the Articles of Association and to any directions given by Special Resolution, the business of the Company is managed by the Directors who can exercise all the powers of the Company within the Charitable Objectives as outlined.

This responsibility is given to the Board of Directors as a whole. Board Meetings are held periodically (normally between four and five meetings a year) so that Directors can discharge their responsibility to control the Company's overall situation, strategy and policy, and to monitor the exercise of any delegated authority, and so that individual Directors can report upon their particular areas of responsibility.

The Directors have the authority to regulate their own proceedings as they see fit and in particular to delegate their authority to individual Directors, to Committees or to Officers of the Board (Chair, Deputy Chairs and Treasurer). Some matters are reserved to the Board.

The Board as a whole remains responsible for actions carried out by its authority and it therefore ensures that executive authority is only granted to appropriate persons and that adequate reporting systems are enabled and maintained to facilitate overall control.

Papers for the Board are available at least three days before the Committee and are distributed electronically. Where appropriate, the papers have links to more detailed documentation that Directors can also consult if they wish. Meetings normally take between two to three hours. The outcome of meetings are recorded in the Minutes which have a numbering system allowing easy cross referencing to previous relevant decisions and discussions.

Individual directors have only those powers which have been given to them by the Board. Such authority need not be specific or in writing and may be inferred from past practice or from particular titles such as Finance Director or Managing Director. The Board as a whole remains responsible for actions carried out by its authority and it should therefore ensure that executive authority is only granted to appropriate persons and that adequate reporting systems enable it to maintain overall control.

Responsibilities of the Chair

The Chair is appointed annually by the Board.

The Chair has a vital role to play in acting as the figurehead of the charity and ensuring the good governance of the charity through high quality management of the Board and its business in line with the charity’s mission.

Because of the centrality and importance of the Chair’s role, they chair the Group on Governance, the Review and Remunerations Committee and sit ex officio on the Financial Affairs and Staffing Committee.

The Chair has a number of areas of delegated authority agreed by the Board and is a formal signatory for most transactions requiring direct trustee approval that falls outside of clearly defined staff responsibilities. Between Board meetings the Chair can take Chair’s action on matters delegated to them by the Board and on other matters that they feel it is important to do so for the good management of the charity: such decisions are always reported to the Board at the first opportunity.

The Chair meets regularly with the Chief Executive to review the operation of the charity and agrees any forthcoming Board agenda and order of business.

The Chair signs off the draft Board minutes and any minutes or reports from the bodies they chair prior to them being presented to the whole Board/Committee for approval.

At the Board meeting the Chair ensures that the meeting is conducted in such a way that the business for which it was convened is properly attended to. This includes preserving order and ensuring that the meeting has time to conclude its business.

The Chair must ensure that all those entitled to do so can express their views and that the decisions taken by the meeting adequately reflect the views of the meeting as a whole.

The Chair's authority and responsibility in connection with meetings means that his or her position is one of great influence even though in theory the Chair has little greater power than any other director.

The Chair has considerable authority outside meetings because, more than any other director, they are the spokesperson for the Board and the Company.

The Chair represents the charity at important events and is seen as the “voice” of the charity.

The Chair is assisted by three other Officers of the Board: the Deputy Chair - Partnerships (who has a leading role in partners relationships) the Deputy Chair - Portfolio who chairs the Portfolio Committee which deals with the shape of the portfolio, onward investment and rental levels) and the Treasurer (who takes the lead in financial scrutiny and transparency). The Chair is seen as the lead member of these four Officers. The Chair meets Officers of the Board twice a year in an Officer’s Group to deal with co-ordination and matters of joint interest.

Responsibilities of the Deputy Chairs

All the responsibilities and authority of the Chair may, in his or her absence, devolve upon a Deputy Chair.

However, irrespective of the Chair's presence or absence, the title of Deputy Chair confers upon its holder considerable influence and status and the Deputy Chair may also be given particular responsibilities and authority by the Articles or by the Board. The Chair is also likely to consult with them or seek advice from them on a particular issue before taking Chair’s action if they feel that would assist or benefit that action.

The Deputy Chairs are both Officers of the Board and often receive additional information or briefings about particular issues between Board meetings. Information about the charity’s lettings is routinely provided to Officers of the Board for information, feedback and comment.

The Deputy Chairs regularly have a number of powers devolved to them by the Board, normally related to agreeing the detail of significant financial transactions or property transactions.

Specific Responsibilities of the Deputy Chair - Portfolio

 The Deputy Chair- Portfolio chairs the Portfolio Committee ex officio which oversees and guides the development of Unipol's property portfolio and management operation of the charity.

The Deputy Chair - Portfolio has the leading role, as a trustee, in overseeing matters relating to the improvement and development of Unipol’s housing portfolio and services and maintains a strategic overview of matters relating to this area.

The Deputy Chair - Portfolio's advice will normally be sought by the Chair before making any major portfolio-related decisions on Chair's action and the Board will turn to them for advice in assisting them to make decisions in this area.

Specific Responsibilities of the Deputy Chair - Partnerships

The Deputy Chair - Partnerships has the leading role, as a trustee. in maintaining and enhancing relationships between Unipol and its Members and partners and overseeing the development of those relationships.  This role is particularly important where there is a formal relationships between partners and may involve meeting with partners where significant issues or differences need to be resolved.

Responsibilities of the Treasurer

 As described above individual directors have only those powers which have been given to them by the Board, but some powers may be inferred from particular titles. A Treasurer is, by definition, a non-executive director and is not therefore expected to be responsible for detailed accountancy matters to the same extent as an executive Finance Director. Nevertheless there is a natural inference that the Treasurer will have particular authority and responsibility for accounting and financial matters.

The Treasurer will Chair the Financial Affiars and Staffing Committee ex officio.

Like any other director the Treasurer may also be given additional specific authority and responsibilities.