Committees of the Board

Midland Heart has a simple governance structure to assist in the effective running of the business.

The details of this are set out in the Midland Heart Governance and Control Framework but the Committee Structure can briefly be summarised as follows:

Audit and Risk Committee

The Committee is responsible for five key areas, delegated to it by the Board, which are:

  • Monitoring the integrity and effectiveness of Financial Reporting and External Audit
  • Agreeing and Monitoring the delivery of the Group’s Internal Audit Programme
  • Monitoring the effectiveness of the Group’s Risk Management and Internal Control Systems
  • Overseeing the effective implementation of the Group’s Health and Safety Policy
  • Oversight of the compliance with whistle blowing and fraud policies and procedures.
  • Some of the areas considered by the committee during the year were:
    • Business Continuity
    • Data Protection
    • Directorate Assurance Planning
    • Review of Standing Orders

It is chaired by Anna East.

Finance and New Business Committee

The Finance and New Business Committee is responsible for overseeing the finances of the Group, agreeing treasury strategy and controls and approving new loan facilities and interest rate risk management arrangements up to a defined value. It is also responsible for appraising and approving new business opportunities with a capital value of up to £20m.

Some of the areas considered by the Committee during the year were:

  • Implementations of changes to IFRS
  • Plans to optimise Treasury arrangements so as to reduce risks and costs
  • Delivery plans for planned investment in our stock
  • Overseeing our Income collection operations
  • Checking covenant compliance
  • Detailed review of long term Financial Plan, including assessing adequacy of stress testing of plan
  • Overseeing delivery of our Development programme and targets

It is chaired by Greg Croydon.

Remuneration and Executive Selection Committee

The Committee is responsible for establishing remuneration packages for executive directors, based on advice received from external remuneration consultants, assessing their performance and selecting new executive directors. It also reviews the Group’s pension arrangements and staff remuneration strategy and reviews succession planning arrangements for senior management.

Some of the areas considered by the Committee during the year were:

  • Oversight of plans to change staff terms and conditions
  • Review of long term pensions liabilities and options for mitigating associated risks
  • Appraisal of CEO and Executive team
  • Annual pay review for CEO and Exec team
  • Plans for gender pay reporting

It is chaired by Martin Tiplady.

Pensions Sub-Group

This sub-group has delegated authority from the Remuneration and Executive Selection Committee to

consider and make recommendations to that Committee on the major pensions issues and risks facing

Midland Heart and in relation to future Pensions Strategy. It receives independent advice from a firm of pensions actuaries.

Governance and Search Committee

This Committee is responsible for succession planning for Midland Heart’s Boards and Committees and for recommending new appointees to the Board. It is responsible for recommending what the remuneration should be for non-executive directors and for the members of the Board committees. It also carries out the annual appraisal of the Chair and of all Boards and Committees within Midland Heart, and reviews and reports to the Board on overall governance effectiveness. Some of the areas considered by the Committee during the year were

  • Board and Committee succession planning
  • Review of progress made against Governance improvement plan
  • Review of compliance against NHF Governance Code
  • Review of board skills required to support delivery of our Corporate Strategy to 2020
  • Review of Committee structure required to support delivery of Corporate Strategy

It is chaired by Karl George.

Operations Committee

The Committee is responsible for:

  • Oversight of the effective implementation of our approach towards customer engagement and customer scrutiny; ensuring the voice of the customer is heard (including at the Board) in relation to Midland Heart's services and future direction, and is used in our strategic planning.
  • Perofmance oversight and that our services deliver positive outcomes for customers.
  • Policy development and approval (customer facing policies) and assurance as to compliance with such policies.

It is chaired by Martin Tiplady.

Cygnet Property Management plc

Cygnet oversees the acquisition and management of a small portfolio of properties for market rent. Surplus generated from this business is gift aided to Midland Heart. As a non-charitable operating subsidiary of the Midland Heart Group, Cygnet has its own external funding arrangements, separate from those used by Midland Heart, and operates through a separate legal entity.

Some of the areas considered by the Cygnet Board were

  • Risk management
  • Stock condition survey
  • KPI performance

It is chaired by Peter Pawsey.

Executive Board

The Board of Midland Heart delegates the day-to-day operation of the business to the Executive Board, chaired by the CEO, Glenn Harris.