Powers and Procedures

19/08/2013

 

UNIPOL STUDENT HOMES
SECONDARY DOCUMENTATION

 

1          Elective Resolutions

2          Elective Resolutions - Guidance Notes

3          Conflicts of Interest

4          Responsibilities of Directors, Chair, Deputy Chair and Honorary Treasurer

5          Matters Reserved to the Board

6          Chair's Authority between Board Meetings

7          Chair's Actions

 

COMPANIES ACTS

WRITTEN' RESOLUTIONS

OF

UNIPOL STUDENT HOMES

COMPANY NUMBER: 3401440

We, the undersigned, being all the members of the above company, for the time being entitled to attend and vote at General Meetings, hereby unanimously pass the following resolution(s) and agree that the said resolution(s) shall for all purposes be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.

ELECTIVE RESOLUTIONS

1.THAT subject to the provisions of the Companies Act 1985 as amended by the Companies Act 1989 the Company shall dispense with the laying of accounts and reports before the Company in general meeting.

2.THAT subject to the provisions of the Companies Act 1985 as amended by the Companies Act 1989 the Company shall dispense ,with the holding of annual general meetings.

3 .THAT subject to the provisions of the Companies Act 1985 as amended by the Companies Act 1989 the Company shall dispense with the obligation to appoint Auditors annually.

Date    Signature         Name of Shareholder

 

UNIPOL STUDENT HOMES

ELECTIVE RESOLUTIONS - GUIDANCE NOTE

A private company may pass elective resolutions provided ALL the Members agree, either at a meeting or in writing. (s379A CA'85)

It is good practice to send all written resolutions to Auditors. If a written resolution is .passed relying on the authority contained in section: 381A Companies Act 1985 it must be sent to the Auditors (Section 381B(1)). The Auditors' approval need not be in writing failure to do so does not invalidate the resolution.

Elective resolutions cannot be passed by a plc.

It is proposed that three elective resolutions be passed:-

(1)        to dispense with the laying of accounts and reports before the company in general             meeting (s252 CA'85)

(2)        to dispense with the holding of AGM's (s366A CA'85)

(3)        to dispense with the requirement to appoint Auditors annually (s386 CA'85)         

NOTES

Resolutions numbered (1) - (3) should always be passed together.

Elective Resolutions are effective for the financial year in which they are passed.

Therefore if a Company's financial year ends on 31.12.1992 and it passes elective resolutions on 1.1.1993 it must still lay its accounts before a general meeting for the year ended 31.12.1992.

If Elective Resolution numbered (1) above is passed, Accounts must still be sent to members together with a statement informing them of their right to require that such Accounts be laid before a general meeting.

Any member or the Company's Auditor may require a general meeting of the Company to be held in any one year for all or any of the purposes covered by the three resolutions.

If this should happen the elective resolutions remain in effect for subsequent years.

Notice of Elective Resolutions having been passed must be filed with the Registrar of Companies.

It is not necessary to alter a Company's Articles of Association to include elective resolutions. However a copy of the resolution adopting the elective regime should be inserted in every copy of the Articles.

Elective Resolutions may be revoked by Ordinary Resolution, notice of such revocation must be filed with the Registrar of Companies.

UNIPOL STUDENT HOMES

CONFLICTS OF INTEREST

1          Fundamental duty of Directors

All directors should know that they have an absolute responsibility to act in the best interests of the companies of which they are directors.

2          Possibility of conflicts of interest

Theoretically this can lead to a conflict of interest - individual directors must reconcile any such conflict to their personal satisfaction and if they cannot do so they may have to consider resignation.

3          Unlikelihood of such conflicts

In most cases parallel interests are not conflicts of interest. It is unlikely that directors will be faced with irreconcilable conflicts of interest.

4          Certain rules

Section 317 of the Companies Act requires directors to disclose any interest which they may have in a contract which their company is considering, at a meeting of directors.

Under Section 317(3), if such interest arises because they are -members- of another company or firm they can make a blanket disclosure (see attached possible wording). If the interest is because they are directors of another company they must disclose their interest on a case by case basis.

"Interests" are widely defined to include any interest, direct or indirect, and include the interests of any connected party.

The Articles of most companies state that its directors may have such other interests but they must declare them - some Articles then go on to say that the directors must then not vote upon such matters. (There are certain statutory restrictions depending upon the nature of the interest e.g. loans to directors; property transactions with directors; insider dealing in company shares).

Charitable companies do not include such wording in their Articles because The Charity Commission do not allow persons to benefit in any way from charities of which they are directors (except in the limited cases laid down in the Memorandum of Association). This is unfortunate because the conflicts often do not involve personal interests of the directors but may arise because they have other loyalties to other bodies.

In the absence of any such rules in the Articles consider such actions in line with commercial rules as a minimum standard of best practice.

5          In Unipol's Case

(a)        It is hoped that a situation in which a director has a personal interest is unlikely to occur - consider carefully the restrictions in the Memorandum of Association; disclose the interest; do not vote and consider absenting yourself from the discussion.

(b)        Disclosure of Interests/Blanket disclosure/Directors disclosures:- de minimis rules mean that Unipol directors are unlikely to need to disclose an interest due to   membership of other organisations. Similarly it may often be the case that Unipol directors are not directors of any other organisations.

Unipol asks its directors to declare their interests annually as a matter of routine. However, bear in mind that changes in interest should be notified as they arise, and that "interests" include interests of close family members.

A  standard agenda item appears on all Board agendas after "Minutes of the Last Meeting" and before the substantive business headed "Directors Disclosures" where any Director with any perceived conflict of interest on any matters before the Board at that meeting should declare those possible interests.

(c) Mutual Interests

Unipol exists for the benefit of the 4 Principal Members. It is hoped that there will never be a serious conflict of interest even when Unipol is contracting with one of its members or agreeing upon their level of subscription. They must not act upon the instructions of their nominating bodies if they believe this conflicts with the best interest of Unipol. It is for the directors to satisfy themselves individually that they are voting in the best interests of Unipol - in most cases they will be able to reconcile this with the wishes of their nominating body.

d)  Confidentiality - members have defined rights to information; in particular they do not have the right to confidential information about directors discussions etc.

e)  Mutual respect - Nominating bodies should recognise the responsibilities of directors to act in the best interests of the Company. The Board of Unipol should recognise the natural interest which Principal Members have in their progress and not restrict unnecessarily the right of directors to report to their nominators.

(f) In cases of difficulty - Normally directors should seek advice from Martin Blakey. If this is inappropriate professional advice should be sought.

 

UNIPOL STUDENT HOMES

RESPONSIBILITIES OF DIRECTORS

Most companies contain in their Articles a clause similar to the following­

"Subject to the provisions of the Companies Acts, the Articles of Association and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company."

This responsibility is given to the Board of directors as a whole. It is therefore most important that Board Meetings be held periodically 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 Articles will usually state that 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 of directors or to agents. In the case of charities the authority to delegate responsibility is quite closely restricted - the Charity Commission usually requires a company's Articles to prescribe that decision making must always remain with the Board of Directors as a whole and that only executive tasks may be delegated.

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's particular duties relate to meetings at which he or she presides.

Every meeting must have a Chair. The Chair's duties are to ensure that the meeting is conducted in such a way that the business for which it was convened it properly attended to. This includes preserving order and ensuring that the meeting does not get bogged down and thereby does not have time to conclude its business; on the other hand the Chair must ensure that all those entitled to do so may express their views and that the decisions taken by the meeting adequately reflect the views of the meeting as a whole.

The Chair will also very often decide upon the Agenda and may sign off the Minutes on his or her own authority.

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 also has considerable authority outside meetings because, more than any other director, he or she is seen as the spokesperson for the Board and the Company.

The Chair may, like any other director be given additional authority either by the Articles of Association, or by a specific decision of the Board, or by accepted custom and practice. Such additional authority will vary from company to company and in particular will depend upon whether the person is an executive or a non-executive director.

As the Deputy Chair-Partnerships has a leading role in stakeholders relationships, in this area, the Chair will take Chair's action within these areas following consultation (where possible) with the Deputy Chair-Partnerships. The Chair or Deputy Chair-Partnerships will Chair the Nottingham Services Group ex officio.

The lines of accountability to the Board, outside of Board meetings are either Chair's action (albeit taking advice from relevant officers) or a signed minute.

RESPONSIBILITIES OF THE DEPUTY CHAIR

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.

The Deputy Chair may also be given particular responsibilities and authority by the Articles or by the Board.

The Deputy Chair has been given the leading role, as a trustee, in maintaining and enhancing relations between Unipol and its Members and overseeing the development of those relations.

The Deputy Chair or Chair will Chair the Nottingham Services Group ex officio.

RESPONSIBILITIES OF THE DEPUTY CHAIR - PORTFOLIO

The Deputy Chair -Portfolio may be given particular responsibilities and authority by the Articles of the Board.

The Deputy Chair - Portfolio has been given the leading role, as a trustee, in overseeing matters relating to the improvement, development and expansion of Unipol's housing portfolio and for maintaining a strategic overview of matters relating to this area of the charity's work.

RESPONSIBILITIES OF THE HONORARY 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, 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 Affairs and Staffing Committee ex officio.

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

UNIPOL STUDENT HOMES

CHECKLIST OF MATTERS WHICH THE

BOARD WILL RESERVE TO ITSELF

1. Approval of the annual audited accounts;
 
2. Approval of any significant change in accounting policies or practices. 
 
3.  Appointment or removal of Company Secretary.
 
4. Remuneration of auditors and recommendations for appointment or removal of auditors.
 
5. Approval of the Forward Look strategy every three years and the annual operating budget.
 
6. Changes to the group's management & control structure.
 
7. Board appointments and removals.
 
8. Terms of reference of Chair, Deputy Chair - Partnerships, Deputy Chair - Properties and Portfolio, (Hon) Treasurer and other Directors.
 
9. Terms of reference and membership of board committees.
 
10. Major capital projects.
 
11. Material contracts of the Company (excluding utility contracts) in the ordinary course of business in excess of £140,000 and all acquisitions or disposals of fixed assets above £20,000.
 
12. To receive reports from Financial Affairs and Staffing Committee of all material contracts in excess of £100,000.
 
13. Investment and Reserves Strategy.
 
14. Risk management strategy.
 
15. Treasury policies [including foreign exchange exposures].
 
16. Formulation of policy regarding charitable donations.
 
17. Prosecution, defence or settlement of litigation involving above £20,000 or being otherwise material to the interests of the Company.
 
18. Internal control arrangements.
 
19. Health & safety policy.
 
20. Environmental policy.
 
21. Directors' & officers' liability insurance.

UNIPOL STUDENT HOMES

CHAIR'S AUTHORITY BETWEEN BOARD MEETINGS

Background

Article 27 vests in the Board of Directors all the powers of the Company (subject to certain exceptions). These powers can be exercised by a properly convened quorate board meeting.

There is no general authority to delegate all or any of their powers to individuals, such as one often finds in the Articles of commercial companies, and the Charity Commission would not allow such unlimited ability to delegate.

Certain responsibilities must therefore remain with the whole Board, e.g. overal control of the Company's business and policy decisions.

Certain responsibilities of an executive or managerial nature are implicitly delegated.

There is an intermediate area where the Board should decide what can be delegated and what controls are necessary.

Procedures

The Board have established three categories of decisions:

1. Always need board resolution;

2. Special procedures where a subsequent report will be made to the Board;

3. Normally delegated.

Where urgency is essential a decision may be taken by the Chair in consultation with the Chief Executive: standard procedures may require the Chair to consult the Deputy Chair (particulary in relationship to Partnerships or the Portfolio) or the Treasurer (if significant sums of money are involved). A report would always be made of a Chair's action to the next appropriate Board meeting under 2, or, if appropriate, details of the decision may be circulated to Directors as soon as possible after the event.

UNIPOL STUDENT HOMES

CHAIR'S ACTIONS

Martin Blakey as Chief Executive has the authority (subject to specific instructions, past precedents and policy determined by the Board) to carry on the entire management of the Company and to put into effect Board decisions and to monitor the results, provided that he reports upon such matters as appropriate.

Where a decision is required which is beyond his authority but which is required urgently so that the matter cannot await the next Board Meeting, he may proceed provided he obtains approval of Mike Wilkinson in his capacity as Chair, or in his absence, with the approval of the Deputy Chair or the Treasurer.

Mike Wilkinson (or as the case may be the Deputy Chair) will consider the proposal of Martin Blakey and if it is a financial matter will consult with Andrew Brooks in his capacity as Treasurer. In other cases he will, if he considers appropriate, consult with the Deputy Chair or some other director.

There follows a list of matter which the Board has previously felt it was desirable to deal with in the above manner but this list may be varied from time to time by the Board of Directors:

1. Board may decide upon any matter in principal but leaving Chair/Deputy Chair/Treasury to make a final detailed decision.

2. Budgets expenditure - Board may agree estimated figures with the Chair/Deputy Chair/Treasury agreeing finalised figures.

3. Minor variation to agreed budgets.

4. Board may veto certain areas or prescribe limits to Chair/Deputy Chair/Treasurer's authority.

5. Terms and conditions of employment and remuneration levels following consultations with, or to be reported to the Staff Review Group as constituted by the Board.

6. Leases,

7. Contracts/Tenders.

8. Changes in insurance cover (i.e. decision to take out new sorts of insurance or to cancel existing cover)

9. Joint Ventures.

10. Any matter deemed necessary to fulfil a legal or contractual commitment.

11. Banking Arrangements.

12. Lettings or rules for lettings which break new ground.

13. Compromises.

14. Agreements with Principal Members.

15. Charges/Registration Fees.

16. Financing and Banking Arrangements/Deposit Placing.