WIGAN AND LEIGH HOUSING GOVERNANCE, STANDARDS AND AUDIT COMMITTEE 16 SEPTEMBER 2010

Co-Opting Members to Board and Committees

Report of the Company Secretary Author: Phil Brown Tel. No: 01942 486535 E-mail: p.brown@walh.co.uk

Purpose/Summary: To outline a process for the appointment of Co-opted Members to the Board and Committees. Recommendations: Committee is requested to consider the proposed process for the co-option of Members on to the Board or Committees and make recommendations to the Board. For decision, discussion or information? For the open part or the press and public excluded part of the agenda? If press and public excluded please state reason. Resource and Value for Money Implications: Decision Open

The knowledge and expertise of Co-opted Members could assist the organisation to drive the Companys value for money agenda. None arising from this report. The appointment of Co-opted Members must comply with the Companys Articles of Association. Co-opted Members will be required to comply with the Code of Conduct for Board Members.

Employee Implications: Key Risks incl. Company reputation, business relationships, health and safety and legal implications

Equality (Impact) Assessed? Yes X No Not Applicable Equality & Diversity and Appointments would be dependent upon candidates skills Community Implications: and would not affect any social groups differently. Impact on Tenants/Customers: Environmental Implications: Area Forums Affected: Tracking/Process Tenants and customers will benefit from the additional expertise added to the Board or Committee. None None Consultation Area Forum/s Committee 16 September 2010
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Board

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Background In July 2010 the Wigan and Leigh Housing Board was advised that the Independent Board Member John Carleton had decided that, because of his work commitments as Chief Executive of Local Partnerships, he would not be able to continue as a Board Member. Mr Carleton had, however, indicated that he would welcome any opportunity to remain involved with the Board and to assist the Company. The Board recognised that there is no current process for the appointment of Co-opted Members to the Board and Committees and requested the Company Secretary to establish such a process (Minute 402). Memorandum and Articles of Association The organisation is governed by a constitution contained within the Memorandum and Articles of Association. The Memorandum sets out the objects and powers of the Company and the Articles contain the regulations covering procedure, meetings, directors and other administrative issues. The Articles do not contain any reference to the appointment of Co-opted Members to the Board. This does not mean that the Board cannot appoint Coopted Members to assist the Board to undertake its objects and powers. It does, however, mean that such persons could not be allowed voting rights. Article 23 of the Memorandum and Articles of Association states: The Board may delegate any of their powers to any committee consisting of two or more Board Members together with such other persons as the Board sees fit. Article 23 also states that: Any such delegation may be made subject to any conditions the Board may impose, and collaterally with their own powers and may be revoked or altered. These clauses in Article 23 mean that the Board may appoint a Co-opted Member to a Committee and also give the person voting rights if they wish. Wigan Councils Head of the Legal Division has been consulted and has confirmed that the above interpretations of the Memorandum and Articles of Association are accurate. Proposed Co-option Process There are a range of scenarios that could lead to the Board wishing to appoint a Co-opted Member to a Board or Committee. These might include: To fill an identified skills gap within the Board or a Committee
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To strengthen the Board or Committee expertise in a particular role To retain the skills of a person who is unable to maintain full Board membership To give a person experience of working in the Board or Committee environment as a taster for possibly joining the Board in the future To provide an unsuccessful candidate from the Tenant Board Member election process or Independent Board Member selection process with an opportunity to contribute to the work of the Board or a Committee.

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It is proposed that all Co-opted Member appointments be initiated and approved by the Board. Individuals should not be permitted to apply to join the Board or a Committee as a Co-opted Member. Potential Co-opted Members should be interviewed by a panel consisting of one Council, one Independent and one Tenant Board Member, unless otherwise specified by the Board. The panel would then provide a recommendation to the Board as to the suitability of the candidate for a particular co-opted position on the Board or a Committee. Co-opted Members would be provided with an induction programme appropriate to their role on the Board or a Committee. All Co-opted Members would be required to sign an acceptance form for their role which would include an acknowledgement that they have read the Board Member Code of Conduct and understand that they will be disqualified from the Board or Committee if they fail to conduct themselves in an appropriate manner. Termination of Co-opted Membership The Board will retain the right to terminate the membership of a Co-opted Member of the Board or a Committee at any time. It is also proposed that the Board should review the co-opted memberships of the Board and committees at the annual review of membership of committees which takes place at the first meeting after the Annual General Meeting. Conclusions The Board has requested that a process be developed for the appointment of Co-opted Members to the Board or a Committee. It is legally permissible for the Board to appoint Co-opted Members to the Board and Committees but Co-opted Board Members would not be allowed to have voting rights. A process for the appointment of Co-opted Members has been developed and is outlined within the report.

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Recommendations Committee is requested to consider the proposed process for the co-option of Members on to the Board or Committees and make recommendations to the Board.

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