The Board is clear that robust governance is reliant upon effective and efficient Board Committee arrangements. Such arrangements ensure a balance of focus is maintained between strategic development, gaining assurance and scrutiny and driving the right culture.
Under Article 26(1) of Brunelcare’s Articles of Association, it states that: “The Directors may delegate any of their powers or functions to a committee of two or more Directors but the terms of any delegation must be set out in terms of reference approved by the Board and included as a schedule to Standing Orders”.
In accordance with Article 26(1), the following Committees have been established:
- The Audit, Risk and Finance Committee;
- The Remuneration, Nomination and Workforce Committee;
- The Performance, Quality and Experience Committee; and
- The Health, Safety and Well-being Committee.
Audit, Risk and Finance Committee
Brunelcare’s Audit, Risk and Finance Committee supports the Board by:
- Reviewing and providing advice to the Board on the adequacy of the Charity’s Articles of Association, Standing Orders and Scheme of Reservation and Delegation;
- Reviewing the arrangements in place to ensure a sound budgeting process and robust financial management, including related strategies and policies;
- Reviewing the comprehensiveness and reliability of assurances on governance, risk management, the control environment and the integrity of financial statements and the annual report;
- Independently monitoring, reviewing and reporting to the Board on the processes of governance, financial management, risk management and internal control in accordance with standards of good governance;
- Advising the Board on where, and how, its system of assurance may be strengthened and developed further;
- Maintaining an appropriate financial focus demonstrated through robust financial reporting and maintenance of sound systems of internal control;
- Working with the other committees of the Board to provide assurance that governance and risk management arrangements are adequate and part of an embedded Board Assurance Framework that is ‘fit for purpose’; and
- Performing other certain, specific functions as delegated by the Board and listed in section 3 of the Committee’s Terms of Reference.
The Committee is made up of at least four Board members, all of whom are non-executive members of the Board (Trustees). At least one member of the Board will have recent and relevant financial experience with competence in accounting and/or auditing. The Chair of the Board is not a member of this committee.
The Chief Executive Officer and Director of Finance attend (the Chief Executive Officer by invitation) but are not members of the Committee. The Chair and members of the Committee are appointed by the Board.
The membership of the Committee is kept under continual review to ensure that the membership presents an appropriate skill set to monitor, address and lead on those areas aligned to the Committee’s remit and the ongoing risks the Charity faces.
The Committee meets at least four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Chair of the Committee may call additional meetings if urgent business is required to be taken forward between scheduled meetings.
The Committee is governed by its Terms of Reference. These are reviewed annually by the Board. The current Terms of Reference of the Committee (reviewed and updated in March 2022) can be viewed here:
Remuneration, Nomination and Workforce Committee
Brunelcare’s Remuneration, Nomination and Workforce Committee supports the Board by:
- Providing assurance to the Board in relation to the Charity’s arrangements for the remuneration and terms of service, including contractual arrangements, for all staff working for Brunelcare;
- Providing advice to the Board on the remuneration and terms of service for Board Members, the Chief Executive and members of the Senior Leadership Team;
- Providing assurance on the development and delivery of a workforce and organisational development strategy that supports the Charity’s strategy and ensures an appropriate workforce culture is in place;
- Regularly reviewing the composition of the Board;
- Identifying and nominating for approval of the Board, candidates to fill board vacancies (including membership of committees) as and when they arise;
- Ensuring arrangements in relation to remuneration and nomination are effective and comply with relevant Codes of Governance; and
- Performing certain, specific functions as delegated by the Board and listed in section 3 of the Committee’s Terms of Reference.
The Committee is made up of at least four Board members, all of whom are non-executive members of the Board (Trustees).
Only members of the Committee have the right to attend committee meetings. However, other individuals such as the Chief Executive Officer, the Director of Human Resources and OD and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary. The Chair and members of the Committee are appointed by the Board.
The Committee meets at least twice a year and otherwise as required. The Chair of the Committee may call additional meetings if urgent business is required to be taken forward between scheduled meetings.
The Committee is governed by its Terms of Reference. These are reviewed annually by the Board. The current Terms of Reference of the Committee (reviewed and updated in March 2022) can be viewed here:
Performance, Quality and Experience Committee
Brunelcare’s Performance, Quality and Experience Committee supports the Board by:
- Providing advice and assurance on the effectiveness of arrangements in place for securing the achievement of the Board’s aims and objectives, in accordance with the standards of good governance determined for a charitable company limited by guarantee, and a provider of social care and social housing services;
- Providing accurate, evidence-based (where possible) and timely advice to the Board and its committees in respect of the development of matters consistent with the Board’s overall strategic direction such as performance cultures and operating models;
- In respect of the achievement of the Board’s strategic aims, objectives, and priorities, seeking assurances with regard to:
- performance against quality and safety measures set by regulators and the Board together with compliance with legislative requirements ensuring services (care, housing and corporate) are safe, personal, effective and continuously improving;
- ensuring services are improving efficiency and productivity and service level financial plans are being delivered;
- the experience of tenants, clients and staff, to ensure this is good and improving, and to ensure that Brunelcare complies with the Consumer standards set by the Regulator for Social Housing (RSH), Care Quality Commission (CQC) standards and continuous learning;
- improving the health and well-being of tenants, clients, service users and staff;
- ensuring high quality, safe and effective services are being delivered across all parts of the Charity;
- ensuring that the Charity is complying with Health and Safety Regulations and Standards;
- ensuring that the Charity remains compliant with relevant safeguarding, Deprivation of Liberty Safeguards and mental health legislation;
- the effectiveness of arrangements in place to support Improvement and Innovation;
- the effectiveness of processes and systems to safeguard information and associated governance arrangements;
- the suitable identification of risks and ensuring these are mitigated against and residual risks controlled with corrective actions taken as required to sustain or improve performance; and
- working with the other committees of the Board to ensure governance and risk management arrangements are adequate and form part of an embedded Board Assurance Framework that is ‘fit for purpose’.
- Performing other certain, specific functions as delegated by the Board and listed in section 3 of the Committee’s Terms of Reference.
The scope of this Committee extends to the full range of Brunelcare’s responsibilities. This encompasses all areas of performance, quality and experience relating to tenants, clients, service users, volunteers and employees. In fulfilling its remit the Committee will embrace the standards set by the Care Quality Commission (CQC) and the Regulator for Social Housing (RSH).
The Committee is made up of at least four Board members, all of whom are non-executive members of the Board (Trustees).
Only members of the Committee have the right to attend committee meetings. However, the Director of Human Resources and OD, Director of Nursing and Care Services, Director of Housing Services and the Director of Strategy and Transformation are invited to attend meetings of the committee on a regular basis. Other individuals such as the Chief Executive Officer and Chair of the Board may be invited to attend for all or part of any meeting, as and when appropriate and necessary. The Chair and members of the Committee are appointed by the Board.
The Committee meets at least four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Chair of the Committee may call additional meetings if urgent business is required to be taken forward between scheduled meetings.
Outside of the formal meeting programme, the Committee Chair, and other committee members, maintain a dialogue with key individuals involved in the Charity’s performance and the delivery of quality services and good tenant and client experience.
The Committee is governed by its Terms of Reference. These are reviewed annually by the Board. The current Terms of Reference of the Committee (reviewed and updated in March 2022) can be viewed here:
Health, Safety and Well-being Committee
Brunelcare’s Health, Safety and Well-being Committee takes a strategic overview of health, safety and well-being issues affecting Brunelcare. It also ensures best practice in health and safety, by promoting communication, co-operation and consultation across the Charity.
The Committee has the role of keeping under review the measures taken by Brunelcare to ensure the effective management of the health, safety and well-being of its employees, and also that of tenants, clients, visitors, volunteers, contractors and other persons who could be affected by the various work activities of Brunelcare or could, through their own work activity, adversely affect the health and safety of themselves and/or others.
The Committee oversees the development, monitoring and review of:
- an organisational health and safety policy and procedures and safe systems of work;
- a three-year Health, Safety and Well-being Strategy that is adequately resourced and implemented across all parts of the Charity;
- an annual Health and Safety Action Plan that identifies necessary actions arising from the various monitoring processes, and costs, prioritises and realistically timetables these actions;
- an annual Health, Safety & Well-being Report;
- Brunelcare’s health and safety performance against legal and statutory requirements alongside guidelines and standards issued by regulators;
the impact of health and safety communication and publications on health and safety performance; - Brunelcare’s emergency procedures and their adequacy;
- the level of competence and resources allocated to health, safety and well-being across brunelcare’s activities;
- key risks associated with Brunelcare’s activities and reviewing the arrangements in place for managing these;
- data regarding accidents and incidents, serious incidents, occupational injuries and accidents, work-related sickness absence data, training statistics, safety audits, inspections and enforcement action, occupational health and assessing Brunelcare’s response to these including any corrective or remedial actions implemented to prevent a recurrence, where appropriate;
- the implementation of new health and safety laws and regulations, and changes to the workplace, workforce, technology and working practices and what these mean to Brunelcare;
- health, safety and well-being matters raised by employees, customers and contractors;
- roles, responsibilities and accountability within Brunelcare related to health, safety and well-being and ensuring these are clearly documented and agreed; and
- Brunelcare’s engagement with all relevant internal and external stakeholders.
The Committee is chaired by the Chair of the Board and has representatives from all areas of the Charity. Representatives have been elected to the Committee to act as contact points within their service areas on matters of health, safety and well-being. Meetings are attended regularly by the Company Secretary and Head of Corporate Governance, the Health and Safety Advisor and Property Compliance Manager.
The Committee Chair may extend an invitation to the Chief Executive Officer, other members of the Senior Leadership Team and other officers from inside and outside the Charity to attend all or part of a committee meeting, dependent upon the nature of business, to assist it with its discussions on any particular matter.
The Committee meets at least four times a year in line with the Board’s Annual Programme of Business. The Chair of the Committee may call additional meetings if urgent business is required to be taken forward between scheduled meetings.
The Committee is governed by its Terms of Reference. These are reviewed annually by the Board. The current Terms of Reference of the Committee (reviewed and updated in March 2022) can be viewed here: