Role Profile

Role Profile of the Non-Executive Director

Introduction

The role of Non-Executive Director (NED) is consistent across all the entities within the Group:

• Aster Group or Group – the entities which share Aster Group Limited as ultimate Parent.
• Group Parent – Aster Group Limited.
• Organisation – the entity of which the NED is a member of the Board.

The role profile is outlined below. The successful applicant will be required to agree and sign an agreement for services, which will make reference to the role profile and the code of conduct.

Purpose of the Role

To add value to the organisation’s business by contributing experience, expertise and insight to determine strategy and to exercise direction and control in the interests of the organisation’s customers and the wider community; to balance the Aster Group’s social purpose with its commercial activities.

Key Accountabilities

• The Board has ultimate responsibility for the governance of the organisation within the context of the Group’s scheme of delegation framework and Aster Group Corporate Strategy.
• All Board Directors share responsibility for its decisions.
• Each Board Director must act only in the interests of the Aster Group and the organisation.
• Board Directors should put the interests of the organisation before their own interests and should not act on behalf of any constituency or interest group.
• Every Board Director is responsible for establishing strong working relationships within and between the Board, and with the Group CEO and Senior Executive staff.
• The implementation of Board policies and Board decisions are delegated to staff, through the Executive Board.

Responsibility Lines

Individual Board Directors are responsible to the Chair for the achievement of the organisation’s objectives as set out in its current business plan.

Leadership and Direction

• Define the vision, values, mission and strategic objectives of the organisation and ensure that these are realised and upheld.
• Define the direction of the organisation.
• Ensure clear accountabilities and communications within the organisation.
• Maintain a clear customer and community focus.
• Support the Chair in providing strategic leadership.
• Create a positive climate within the Board which fosters constructive challenge to assumptions about the business.
• Appoint (and, if necessary, remove) the Chair in accordance with the Rules, the Board Membership, Recruitment and Succession Policy and the delegation matrix.
• For charitable entities, act as trustee of its assets and ensure resources are used only to pursue charitable objects and as permitted by the constitution and relevant regulations.
• Sit on committees, working groups and attend strategy development days and training as appropriate.

Strategic Development

• Set the organisation’s key strategic objectives and determine the strategic aims and outcomes required in line with the Aster Group’s Corporate Strategy agreed by the Parent Board.
• Support the Group’s framework for approving and regularly reviewing strategies, policies and plans to achieve organisation objectives.
• Support the Group’s corporate strategy and the organisation’s business plan, providing constructive challenge and contribution, and ensuring the effectiveness of plans.
• Approve an annual business plan, budgets for both revenue and capital expenditure and funding strategy that support the achievement of the corporate strategy and business and financial plan.
• Ensure that all assets are adequately protected, managed efficiently and effectively, and capacity is properly utilised, so as to maintain long-term viability and sustainability of the organisation and its assets.

Risk Management

• Operate within Aster Group’s framework for the identification, management and review of risks, including risk capacity and appetite.
• Contribute to the review and evaluation of internal and external strategic risks and receive regular reports on these, and on crystallising and emergent risks.
• Take or ratify decisions on matters that might create significant financial or other risks to the organisation or that raise issues of principle.
• Support a positive culture of managing opportunities, threats and uncertainties that is embedded throughout the Group.
• Determine policies and decisions on all matters that might create a significant financial or other risk to the organisation, or which raise material matters of principle.

Internal Controls Framework

• Follow the Group’s framework of delegation and systems of internal control and receive assurance from the Group Risk and Assurance Committee on the effectiveness of internal controls.
• Follow the Group’s system of delegation to Committees and the Executive.
• Follow the schedule of significant matters specifically reserved for the Board’s decision outlined in the scheme of delegation, known as the Delegation Matrix.
• Obtain satisfactory evidence of the integrity of financial information.

Performance Monitoring

• Regularly review and monitor performance in relation to strategies, plans, budgets, controls and decisions.
• Obtain and consider benchmark performance information in relation to customer and stakeholder feedback and benchmark against comparable organisations and activities.

Probity and Integrity

• Approve each year’s accounts prior to publication.
• Support Aster’s approach to ensuring that Aster’s affairs are conducted lawfully and in accordance with generally accepted and specific standards of performance, probity, good practice and regulatory requirements.
• Ensure compliance with all relevant regulatory requirements and good practice standards.

Transparency and Openness

• Reflect Aster’s arrangements for openness and transparency, taking account of good practice.
• Reflect Aster’s policies for relationship management and communicating with customers, shareholders and other stakeholders about Aster’s work and performance, and mechanisms for involvement.

Ambassadorial Role

• Promote Aster internally and externally, establishing constructive, high-quality relationships with current and potential customers, partners and stakeholders.
• Monitor, safeguard and enhance Aster’s reputation.

Executive and Management Arrangements

• Ensure that the policies and systems to recruit, develop, retain and remunerate staff laid down by the Group Parent are fit for purpose and notify the Group Parent if not.
• Ensure sufficient time is devoted to the role of NED by disclosing other significant commitments to the Board as they arise.

Specific Roles – Non-Executive Member – Parent Board

• Direct and control the Aster Group’s work, strategic direction and policies.
• Drive the development of the Group’s Corporate Strategy, corporate plan and business plan.
• Appoint (and, if necessary, dismiss) the Group CEO and approve employment terms as delegated.
• Ensure there are appropriate policies and systems to recruit, develop, retain and remunerate staff.
• Establish Aster’s policies for relationship management and stakeholder communication.
• Review regularly Aster’s arrangements for openness and transparency.
• Ensure a positive culture of managing opportunities, threats and uncertainties.
• Oversee a framework for the identification, management and review of risks.
• Establish a framework for approving and reviewing strategies, policies and plans.
• Ensure there are codes of conduct for Board Directors and staff.
• Establish and oversee a framework of delegation and systems of internal control.
• Approve a system of delegation to Committees and the Executive.
• Annually review the effectiveness of systems of control and report publicly on their effectiveness.
• Draw up a schedule of significant matters specifically reserved for the Board’s decision.
• Obtain satisfactory evidence of the integrity of financial information.
• Obtain systematic information that provides assurance on the effectiveness of internal controls.
• Obtain assurance that Aster’s affairs are conducted lawfully and in accordance with accepted standards and regulatory requirements.

We are looking for one Non-Executive Director in the following areas of expertise:

• Experience in improving customer outcomes.
• Experience in social housing regulatory compliance and/or the charitable sector.

Other broader areas of focus:

• Housing sector CEO experience.
• Customer-focused organisations.
• Social Purpose.

The successful applicant will also serve on the Group’s Risk and Assurance Committee.