Governance and Regulation

Corporate Governance

Midland Heart is committed to the principles of good corporate governance and to high standards of business integrity, ethics and professionalism across all of its activities. Our Code of Conduct sets out the values we expect our staff to adopt in carrying out Midland Heart’s business.

Midland Heart has adopted the National Housing Federation’s (NHF) Code of Governance as the code against which it measures the effectiveness of its governance practices, so as to provide governance assurance to stakeholders.

The NHF Code (which can be read here) contains a broad range of governance measures for the Board to address in relation to such matters as:

  • Constitution and Composition of the Board
  • Essential Functions of the Board and Chair
  • Board Skills, Renewal and Review
  • Conduct of the Board and Committee Business
  • The Chief Executive
  • Audit and Risk
  • Conduct, Probity and Openness

The Board has reviewed its compliance with the Code and confirms it complies with all of the provisions.

For more on Midland Heart's  governance structure, browse the menu below

  • Our Operating Model

    Our Operating Model

    Our operations are organised into three core areas:

    • Housing Management, which manages social housing

    • Retirement Living and Supported Housing

    • Commercial Operations, which includes private rental properties.

    All receive a full range of services, from asset management and property development, to IT, finance, HR, business development, communications, procurement and legal services.

  • Company Structure

    Company Structure – as at 28 February 2017

    Midland Heart Ltd is the parent company.

    It owns all social housing assets, is the employer of all staff and has five subsidiaries:

    • Cygnet Property Management plc - has 115 properties for market rent and access to its own funding sources.
    • Midland Heart Development Ltd - provides construction related services.
    • Midland Heart Capital plc - issues capital market bonds on behalf of and to raise finance for Midland Heart.
    • Prime Focus Regeneration Group - provides Head Office accommodation for Midland Heart.
    • Prime Focus Finance Ltd - a special purpose borrowing vehicle holding one loan for the benefit of Midland Heart Group.


The Board of Directors

The Board has responsibility for the overall management and performance of the Group, its overall strategy and planning, including strategic objectives, financial viability, internal controls and risk management. The Board has delegated day to day management of the Group to the Executive Team.

The Board delegates specific responsibilities to a number of Committees of the Board under Terms of Reference approved by the Board.

As at 31 March 2017, there were ten board members, of whom nine are non-executives and one is an executive officer. Recruitment to the Board takes place as appropriate to maintain orderly succession to the Board and an appropriate mix of skills and experience. Induction and development programmes are provided to all Board Members.

Collectively, Board Members bring a wide range of experience and expertise to the business of governing Midland Heart. Executive Directors attend all Board meetings and members are provided with appropriate papers and information in advance of all Board and Committee meetings.

During 2015, the Board commissioned an in depth independent review of the effectiveness of its governance which was delivered by Deloitte. Deloitte looked at the effectiveness of both the Board and the overall governance system within Midland Heart and concluded that:

  1. The Board is led by a strong leadership team and is comprised of high calibre individuals who bring a range of skills and experience that are well matched to the organisation’s strategy, risk and opportunities.
  2. The Board demonstrates many of the features of a highly effective Board and is delivering on its governance responsibilities

As part of our Fit for the Future Corporate Plan the Board commissioned PWC in 2016 to advise on whether any changes are required to board composition and governance structures to optimise the governance of the business in the period to 2020. A number of changes were recommended by PWC which the Board has agreed to make during 2017, as follows:

  • Appointment of new non-executive directors to Midland Heart board, to replace members retiring from the board during 2017.
  • Appointment of two additional executive members to the Board.
  • Governance and Search Committee will cease to operate, with the responsibilities being reallocated to Board, Audit and Risk Committee and the newly formed Operations Committee.

 You can read more on our existing Board of Directors here