YHN Limited Tuesday 7 February 2017 at 10am Mansion House, Jesmond, Fernwood Road, Newcastle upon Tyne, NE2 1TJ Contact Officer:
– Tel: (0191) 2788624 Email: jill.davison@yhn.org.uk
AGENDA Page No Introduction Items 1.
Welcome and Apologies for Absence
2.
Declarations of Interests
3.
Chair's Items
Items for Approval 4.
Minutes of the Previous Meeting held on 7 December 2016
1-6
5.
Matters Arising/Action Log
7-8
Item for Information 6.
Delegated Decisions
9 - 10
To exclude the press and public during discussion of remaining agenda items because of the likely disclosure of confidential information. The definitions of what is considered confidential are contained within Section 16 of the Company's Standing Orders Protect - not for publication 7.
Confidential Minutes of the Previous Meeting held on 7 December 2016
11 - 14
8.
Matters Arising/Action Log
15 - 16
(a)
Draft Budget & Delivery Plan 2017/18
17 - 20
(b)
Draft Strategic Risk Register 2017/18
21 - 24
Your Homes Newcastle Limited. Registered in England and Wales Registration Number 5076256 Registered Office: Newcastle Civic Centre, Barras Bridge, Newcastle upon Tyne NE1 8PR. A company controlled by Newcastle City Council
10.
Asfaleia minutes
25 - 30
11.
Abri minutes
31 - 38
12.
Date and Time of Next Meeting - 5pm, Tuesday 21 March 2017
2
Board 7 December 2016 (5.05pm to 6.30pm) Present: O Grant (Chair), P Dibbs, L Doherty, P Dutton, V Dunn, D Huddart, J McCarty, A Mirza, T Moore, M Page, P Scope, E Snaith, J Streather, M Talbot In attendance: A Baker
Governance Support Officer
J Davison
Group Governance Manager & Company Secretary
T Drury
Managing Director
M Foreman
Director of Customer Service (due to commence January 2017)
L Forrest
Head of Finance (until 6.15pm)
D Langhorne
Director of Property Services
A Lister
Newcastle City Council (until 6.15pm)
C McMullen
Newcastle City Council (until 6.15pm) Interim Company Secretary Director of Finance and Commercial (due to commence January 2017) Chair, Asfaleia Limited (to 5.50pm)
S Reed J Ritchie N Shukla
515 Apologies for Absence Received from D Slesenger and L Stephenson. 516 Declarations of Interests All of the Council Board Members declared an interest in those matters pertaining to Newcastle City Council. 517 Chair’s Items The Chair commented on a number of matters from the November 2016 meeting. Members were advised that, with regard to access to the YHN intranet, they would be advised once Jill Davison had more detailed instructions from IT. Members were familiar with the government’s recent reversal of policy on “Pay to Stay” and other aspects of the Housing and Planning Act and an updated briefing on these matters would be circulated by email. It was noted that an update on
NCC rent and service charge levels for 2017/18 and beyond would be presented in the confidential session of the meeting. 518 Minutes of 1st November 2016 and Matters Arising The minutes were agreed to be a correct record. The Chair stressed the importance of Board Members attending Fraud training and urged all Members to attend. Jill Davison was to recirculate potential dates for training in January / February 2017. A Board member proposed that Members should only be permitted to opt out if they could demonstrate that they had received similar training in the past 12 months. With regard to the format and presentation of the performance reports, it was noted that the Managing Director and new team of Directors would lead a review of this but that there would be no major changes until such time as any structural changes arising from the governance review had been implemented. David Langhorne advised Board members that NCC was due to approve the second tranche of £9.0 million capital spend at its Cabinet meeting in January 2017. 519 2017 Annual Schedule of Business Jill Davison presented the draft programme of Board business for 2017, which would now include assurances from the subsidiary companies and committees, in order to improve the “line of sight” of their work. The programme would be included with each Board Agenda as an information item from now on. It was highlighted that Group Audit Committee representation could be an issue, as the Committee Chair was not a Board Member but this would be discussed with the Chair to find a solution. A template would be produced for the assurance reports from committees. Whether the Board would also continue to receive the committee minutes would be addressed as part of the wider governance review. A Board member agreed the approach was the right way forward but it would require discipline from the Chairs presenting the update as it required focus on the key issues and not a full account of the meeting. There was a request to include strategies and policies in the programme. However, the latter were operational in nature and Jill Davison spoke of the need for the Board to focus on the key strategic issues. A Board member suggested that progress with the business strategy could be included as a standing Agenda item. Tina Drury agreed that there was a need to link strategy with the delivery plan and reinforced that the Board should be focused on this, rather than the operational matters which were for the Directors to manage. RESOLVED, the Board agreed: To receive and approve the 2017 schedule of business. The new format of assurances from subsidiaries and committees A template cover page to be included with the update
520 Appointment of Company Secretary Jill Davison reminded the Board of the requirement in the YHN Articles of Association to have a named Company Secretary and the legal responsibilities for appropriate filings with Companies House of such matters as the annual return and accounts and notifications of changes of Directors. It was proposed that Jon Ritchie, as the new Director of Finance and Commercial from 1st January 2017, would be formally appointed to this role for YHN. The interim Company Secretary and the Governance Support Officer would assist Jon Ritchie as required. In response to a question, Jill Davison confirmed that there would be no conflict of interest with Jon Ritchie’s position, as the YHN Articles of Association only barred the Managing Director from holding the role of Company Secretary. RESOLVED, the Board agreed: to resign Jill Davison as YHN Company Secretary with effect from 31st December 2016 to appoint Jon Ritchie as YHN Company Secretary with effect from 1st January 2017 521 Annual Update from Asfaleia Limited Nitin Shukla, Chair of Asfaleia Limited, presented a report covering the activities of the organisation since its foundation in October 2015. The report set out the governance arrangements, performance over the past year, budget, key risks and the future plan. It was noted that the Group Audit Committee Chair had attended the Asfaleia Board meeting to provide an annual update. Performance had been strong and had focused on outcomes rather than throughput. The future plan was intended to be creative and with an emphasis on developing partnerships. Attention was drawn to the detrimental impact on the telecare services provided by Ostara in consequence of the withdrawal of Supporting People funding and hence a review of sustainability had consequently been commenced. With regard to the progression rate for apprentices, it was noted that the target was unlikely to be met and hence it was now proposed to hold assessment centres for potential recruits in future, to mitigate the risk of recruiting candidates who lacked the necessary qualities to be successful. Nitin Shukla thanked the officers of YHN for their contributions. Tina Drury had attended the Asfaleia Board and commented that there needed to be more meaningful targets in place in future. With regard to the Ostara review, the report was due by late February/early March 2017. The market focus needed to be widened if the business was to thrive. It was highlighted that NCC had submitted a bid for £0.5 million to be a pilot in assisted living, of which circa £300,000 would be for technology and equipment, and YHN/Asfaleia would be a partner in this. A Board member asked whether any Members of the Abri Trading Limited Board had been involved in the Ostara review. Tina Drury responded that this had not yet taken place but it was thought that the consultant leading the review could present the results to all interested parties. There was some debate as to the knock-on
effect on services such as District Nursing if the telecare services were to fall away. A Board member noted that they had attended a seminar regarding integrating migrants, where sport had been used to integrate communities. The Chair asked for further information to be communicated to the Asfaleia services. It was noted that there was a Tenant Member vacancy on the Asfaleia Board, which was being held until the overall governance review had been completed. The Chair thanked the Board of Asfaleia for its invaluable work to date. RESOLVED, the Board agreed:  to receive the report from Asfaleia Limited and note progress. 522 Annual Update from Abri Trading Limited Ammar Mirza presented the report, which formed assurance from the Abri Trading Board to the YHN Board. He emphasised that the Members of the Abri Board were comfortable with challenging and probing the details of the trading activities. The Board understood that Abri Trading was a commercial enterprise, which existed to generate a surplus which would be applied for the benefit of YHN. There was scope now to leverage the benefits of technology in order to improve efficiency as well as transparency and effectiveness. There were also possibilities in terms of greater support for Employability and apprenticeships. A Board member enquired about the number of current customers and related targets. Ammar Mirza did not have current figures available but could provide them, and also pointed out that there was churn in the market and the real emphasis was on finding new organisations as customers, rather than individuals. Tina Drury commented that targets were to be set for 2017/18 and beyond with regard to generation of new business. A Board member enquired about setting up a social enterprise for horticultural services. David Langhorne committed to provide details of the well-established gardening service which YHN currently have outside of the meeting. The Chair thanked the Board of Abri Trading for its endeavours to date. RESOLVED, the Board agreed:  to receive the report from Abri Trading Limited and note progress. 523 Health & Safety Six-Month update David Langhorne presented the report, for information. It was noted that the charts contained Q3 and Q4 data which were not in fact available as yet and hence a corrected version of the report was to be circulated. RESOLVED, the Board agreed:  to receive the report and note the contents.
524 Items for Information RESOLVED that the following items be received for information:
Delegated Decisions Board Forward Plan Committee Minutes: Service and Strategy Delivery Committee, 5th July 2016; and Group Audit Committee 11th August 2016
525 Exclusion of Press and Public RESOLVED – that in accordance with the organisation’s Access to Information provisions, the press and public were excluded from the meeting during the consideration of all further agenda items.
……………………………………….. Mrs O Grant Chairman 7th February 2017
YHN Board Meeting, 7th December 2016 Action Log (Public) Minute ref.
Action required
By whom
Target date for completion
Current status
518
All Board Members to advise Company Secretary of their availability for Fraud training (proposed dates to be recirculated)
Board Members/ Company Secretary
Friday, 6th January 2017
Complete – training on 10th January 2017
518
Review of format and presentation of performance reports
YHN Managing Director with Executive Team
Following governance review changes
521
Updates for YHN Board on sustainability of Ostara services
Chair of Asfaleia Ltd, with YHN Managing Director
Throughout 2017
521
Amended Governance Handbook (for 2014 updates) to be issued to T Moore
Company Secretary
23rd December 2016
Graphs in Health & Safety performance reports to be corrected (removal of spurious Q3, Q4 data) and reports recirculated Board Forward Plan to be updated for each meeting and included with Information items
Governance Team with Finance Director
ASAP
Company Secretary
For each YHN Board meeting
523 524
Ongoing Asfaleia Board to receive a report in April, report to YHN Board will follow Complete Complete Ongoing
Board 7 February 2017 Delegated Decisions – Schedule of non-confidential Delegated Decisions taken between 25 November 2016 and 25 January 2017
No.
Directorate/ Delegated Officer
Scheme
Cost/ Budget provision
Units
Contractor
Wards
1
David Langhorne Property Services
YHN House second floor refurbishment
Funding of £94,923 for phase 1 of refurbishment of Directors’ office and reception area on second floor of YHN House
1
Gus Robinson Developments Ltd.
N/A
2
Tina Drury
Furniture purchase
Funding of £88,000 to cover annual price increases and the impact of Brexit on contract prices
N/A
HCE NE Ltd.
Cross city
3
David Langhorne Property Services
Boiler Replacements – HT00015
Funding of £2.12m to install modern condensing combination boilers
1,250
BCE
Cross city
4
David Langhorne Property Services
Replacement warden call – The Minories and Allendale House
Funding of £42,400 to replace equipment
69
Goldshield Securus Ltd.
Byker, South Jesmond
5
David Langhorne Property Services
Margaret Collins House fire doors upgrade
Funding of £47,615 to replace flat entrance doors within sheltered accommodation
36
BCE
Walker
6
David Langhorne Property Services
Replacement of communal doors at Reestone Place
Funding of £14,840 to improve safety
8
BCE
Kenton
7
David Langhorne Property Services
Shieldfield House wet riser
Increased funding allocation of £14,110 to originally approved £92,720 for the installation of a new electrical supply funded from Communal Lifecycle
128
Northern Power Grid
Ouseburn
8
David Langhorne Property Services
Naworth Drive fuel switch
Funding of £297,330 to remove existing storage heaters and install new gas heating system
81
BCE
Westerhope
9
David Langhorne Property Services
Low rise flats fire door replacements
Funding of £163,532 to remove and replace existing flat entrance doors
146
BCE
Kenton
ENV0017 Deighton Walk Environmentals
Funding of £112,084 to demolish bin sheds, resurface/flag existing front yards, erect metal fencing, remove stepped concrete parking slabs and resurface with tarmac.
15
Landscape Management Services
Denton
10
David Langhorne Property Services