Statement of Preferred Board, Subsidiary and Committee Composition

Introduction

This document explains how the different parts of Bernicia’s governance structure are made up. It outlines how many Non‑Executive Board Members, Independent Members and Executive Members we aim to have, and the mix of skills, experience and knowledge we need to make sure the organisation is well run. Our policy for recruiting Board members is in line with this statement, and our current Board makeup reflects the aims it sets.

The statements are reviewed formally at least every 2 years. We’ll also look at them as part of the annual Governance Effectiveness Review and whenever we recruit to the Board, to make sure the skills we’re looking for continue to meet Bernicia’s needs.

Skills requirements

Our skills matrix sets out the basic expectations for everyone involved in our governance structure, whether they’re Board members or independent committee members.

It also outlines the key skills and experience we’re looking for, linked to the aims in our Corporate Strategy 2022–26. In summary, these include:

Strategic Objective 1: Listening and Delivering Exceptional Services

Strategic Objective 2: Investing in Homes and Neighbourhoods

Strategic Objective 3: Demonstrating Organisational Effectiveness and Inclusivity

Strategic Objective 4: Working Collaboratively to Support the North East Region

Diversity

You can find information about our Board and Committee members, including their experience and skills, on our website.

We want our governance structure to reflect the communities we work with. To help us do this, we regularly check and compare our progress against our equality and diversity goals. In 2023, the Bernicia Group Board also took part in the National Housing Federation’s diversity data collection.

We aim to make sure at least 11% of our Board members are from ethnic minority backgrounds.

We also want to keep a fair balance of men and women on the Board, aiming for a split between 60:40 and 50:50.

To help bring new voices and talent into the organisation, we may offer co‑opted positions to people who show the right values and behaviours but may need some development before moving into a full Board role.

Composition

The Bernicia Group Board can have up to nine members. It follows the skills and experience requirements set out earlier in this document. The Board is made up of:

1. Non‑Executive Group Board Chair
2. Non‑Executive Group Board Vice Chair
3. Non‑Executive Member
4. Non‑Executive Member
5. Non‑Executive Member
6. Non‑Executive Member
7. Non‑Executive Member
8. Non‑Executive Member
9. Non‑Executive Member

Non‑Executive Members also take on a number of key roles across Bernicia’s wider governance structure, including:

• Chair of the Commercial Board
• Chair of the Remuneration, Resources and Appointments (RRA) Committee
• Chair of the Audit and Risk Committee
• Chair of the Investment Committee
• Chair of the Customer Services Committee
• Chair of the Bernicia Foundation Board
• Member of the RRA Committee
• Group Board Chair (ex‑officio) member of the RRA Committee
• Member of the Audit and Risk Committee
• Member of the Commercial Board
• Member of the Bernicia Foundation Board

Subsidiary Boards

The Bernicia Group Board decides the size and membership of Subsidiary Boards in line with relevant company rules.

The Commercial Board will consist of up to five members (currently four members, 1- 4 below). The composition will be as follows:

1. Chair – Bernicia Group Board Member
2. Bernicia Group Board Member
3. Independent Member
4. Executive Member – Bernicia Group Chief Executive
5. Executive Member – An Executive Director or the Managing Director of Bernicia Commercial.

The Chair of the Commercial Board will not be the Chair of the Group or the Chair of the Audit Committee.

Independent members on the Commercial Board will provide recent experience of setting strategic direction and objectives; risk management and awareness; business planning, financial management or accountancy; audit, assurance and compliance, and business development and management in a commercial context.

The Bernicia Foundation Board will consist of up to seven trustees with current approval for up to four, its composition will be as follows:

1. Chair – Bernicia Group Board Member
2. Bernicia Group Board Member
3. Independent Trustee
4. Independent Trustee

The Chair of the Foundation Board will not be the Chair of the Audit Committee.

Independent members on the Bernicia Foundation board will provide experience of equality, diversity, and inclusion; efficiency and value for money; funding criteria and priorities within established parameters, and the allocation and administering of grant funding and outcomes monitoring.

Committees

The size and composition of any committees will be determined by the Bernicia Group Board and in accordance with the relevant company rules.

The Audit and Risk Committee will comprise of up to three members as follows:

1. Chair – Bernicia Group Board Member
2. Bernicia Group Board Member
3. Independent Member

The Chair of the Group Board, the Chair of a subsidiary Board, the Chair of the RRA Committee, or an Independent Member may not be appointed as the Chair of the Group Audit Committee.

The independent member of Audit and Risk Committee will provide recent experience of accounting, audit and/or risk.

The Remuneration, Resources and Appointments (RRA) Committee will comprise of up to four members as follows:

1. Chair – Bernicia Group Board Member (not the Chair of the Group)
2. Bernicia Group Board Member
3. Bernicia Group Board Chair (ex-officio)
4. Independent Member (if required)

The Chair of the RRA Committee will not be the Chair of the Group.

The skills analysis carried out in May 2023 demonstrates that there is no current requirement for an independent member of RRA committee. This will be reviewed as part of succession planning.

The Investment Committee will comprise of up to four members as follows:

1. Chair – Bernicia Group Board Member
2. Independent Committee Member
3. Bernicia Chief Executive or Executive Director
4. Bernicia Executive Director

The Chair of the Committee will not be the Chair of the Group or the Chair of the Audit Committee.

The independent member of the Investment Committee will provide recent experience and/or knowledge and understanding of Asset Management and Property Development, Regeneration, Environmental and Sustainability issues.

The Customer Services Committee will comprise of up to five members as follows:

1. Chair – Bernicia Group Board Member
2. Independent Committee Member (Bernicia tenant)
3. Independent Committee Member (Bernicia tenant)
4. Independent Committee Member (Bernicia tenant)
5. Independent Committee Member

The Chair of the Committee will not be the Chair of the Group.

The independent members of the Customer Services Committee will provide direct knowledge of residents’ needs and concerns which can include lived experience; tenant engagement and equality, diversity, and inclusion.

The roles of Chair, Vice Chair of the Board and Chair of Subsidiaries or Chair of Committees may not be held by Executive Directors.