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 the current composition of the Board reflects the aims it sets.

The statement is reviewed formally at least every two 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 2026–2031. In summary, these include:

Strategic Objective One: Investing in Homes and Communities

Strategic Objective Two: Listening and Delivering Value for Money Services

Strategic Objective Three: Demonstrating Organisational Effectiveness

Strategic Objective Four: Working Collaboratively to Support Opportunity Across the North East

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 of the Group Board

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:

• one Non-Executive Group Board Chair
• one Non-Executive Group Board Vice Chair
• seven other Non-Executive Group Board Members

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 Community Investment Committee
• 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  Community Investment Committee

Subsidiary Boards and Committee Composition

Executive Directors may not serve as Chair or Vice Chair of the Group Board, or as Chair of a subsidiary Board or committee.

Subsidiary Board

The Bernicia Group Board decides the size and membership of the Subsidiary Board 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 Audit and Risk Committee must be a Group Board Member. They must not also be:

• Chair of the Group Board
• Chair of a subsidiary Board
• Chair of the RRA Committee

The independent member will bring recent experience in some or all of the following areas:

• setting strategic direction and objectives
• risk management
• business planning, financial management or accountancy
• audit, assurance and compliance
• business development and management in a commercial setting

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 will have 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 will have 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 2026 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 have 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 have up to five members as follows:

1. Chair – Bernicia Group Board Member
2. Independent Committee Member (Bernicia tenant or their or an individual with recent lived experience of social housing)
3. Independent Committee Member (Bernicia tenant or their advocate or an individual with recent lived experience of social housing)
4. Independent Committee Member (Bernicia tenant or their advocate or an individual with recent lived experience of social housing)
5. Independent Committee Member

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

Together, the independent members will bring:

• direct knowledge of residents’ needs and concerns, including lived experience
• experience of tenant engagement
• an understanding of equality, diversity and inclusion

The Community Investment Committee  will have up to five members as follows:

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

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

The independent members of the Community Investment Committee will provide direct knowledge and/or experience in corporate social responsibility, procurement social value and employability and community projects.