Introduction

The Directors of The Key Fund are expected to carry out the business of the Company with the purpose of promoting the regeneration of Yorkshire and the Humber by such means as shall agree from time to time and generally according to the Members’ Joint Venture Agreement.

Directors may be appointed by:

  • Nomination by Members of the Joint Venture governing the Company
  • Co-option by the Board of Directors

Duties

Collectively, individual directors are expected to contribute their professional and general management skills to the Company, through its committees and sub committees, in a non-executive role, to:

  • assist in the formulation of strategy and policy
  • oversee the Company’s activities
  • monitor the work of the executive to ensure effective and efficient use of the Company’s resources, the solvency of the Company and safeguard its assets
  • set the structure and framework for the pay and conditions of service for all staff
  • appoint and manage the performance of the senior executive officer
  • serve on Company committees as determined from time to time
  • acts as an ambassador for the Company with the voluntary and community sector and network with relevant partners

Commitment

Directors are required to:

  • attend at least four meetings each year
  • confirm in writing their willingness to serve as a director
  • complete a register of interests
  • embrace principles consistent with good practice for public service as set out in the Nolan Report (see below)
  • comply with the Company’s rules, regulations and standing orders
  • attend training days as required
  • comply with the requirements of the Companies Act as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies, as set out in Articles of Association (6.1)
  • keep proper records of all proceedings at general meetings, meetings of directors, reports of committees and professional advice obtained
  • make arrangements to ensure the availability for inspection accounting records relating to the Company to directors and members, if so decided by all directors
  • supply on request to any Director or Member, or to any other person who makes a written request and pays the Company’s reasonable costs, within two months, a copy of the Company’s latest available statement of account.

Powers

Within the Articles of Association of the Company, Directors are empowered to:

  • appoint a secretary to the Company
  • appoint a Chair, Treasurer and other honorary members from among their number
  • co-opt directors to the Board from time to time
  • make standing orders consistent with the Memorandum and Articles of the company and with the Companies Act to govern proceedings at general meetings
  • make rules consistent with the Memorandum and Articles of the company and with the Companies Act to govern proceedings at other meetings and at meetings of committees
  • make regulations consistent with the Memorandum and Articles of the Company and with the Companies Act to govern the administration of the Company and the use of its seal
  • establish procedures to assist the resolution of disputes within the Company
  • exercise any powers of the Company which are not reserved to a general meeting of Members
  • delegate any of their powers to any committee as set out in Articles of Association (5.8)

Legal Requirements

In addition to the powers and responsibilities of directors set out in the Articles of Association of the Company, directors are required to fulfil certain legal requirements.  These are set out in the Companies Act of 1985 and all Directors should be familiar with the requirements of care and diligence, fiduciary duty, transactions, accounting and solvency.  Further information is available from the Companies House web site – www.companieshouse.gov.uk

Period of Office

Directors nominated by Members of the Joint Venture will serve until such period as the nominating Member withdraws their nomination, or until such time as termination is effected under the provisions of Clause 3.6 of the Articles of Association.

Co-opted Directors may serve for a period of up to 3 years.

Remuneration and Expenses

Membership of the Board is not accompanied by any financial remuneration.  Expenses for travel may be claimed at the rates operating from time to time in relation to Directors and staff.  Expense claim forms can be requested from the Company Secretary.

Principles for Public Office

Directors are expected to undertake their duties as a member of the Board of the Company, embracing the following principles:

  • Selflessness
    • Holders of public office should take decisions solely in terms of the public interest. 
    • They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.
  •    Integrity

Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.

  • Objectivity

In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

  • Accountability

Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

  • Openness

Holders of public office should be as open as possible about all the decisions and actions that they take.  They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

  • Honesty

Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

  •  Leadership

Holders of public office should promote and support these principles by leadership and example.

Person Specification

Directors are expected to have a good balance of experience, skills and knowledge drawn from the following categories:

E = essential; D= desirable

Experience:

  • Relevant experience of working in the voluntary and community sector, local government or community finance (D)
  • Direct experience of financial services or community regeneration (D)
  • Experience of partnership working (E)
  • Senior level experience of general resource management or any area specific discipline of management - Human Resource, Marketing, Finance, Operations, Contracts (not limited) (E)

Knowledge

  • The Social Economy (E)
  • Social and public policy issues (D)

Skills/Aptitudes

  • Commitment to partnership working (E)
  • A commitment to the Social Economy and particularly community regeneration (E)
  • A Yorkshire & Humber wide outlook (E)
  • Active links within the community (D)
  • An understanding of and commitment to strategic sub-regional and regional development issues, including regeneration funding (E)
  • Knowledge of issues relating to social and economic exclusion (E)
  • A good understanding and commitment towards an equal opportunities perspective (E)

Commitment

  • Able to attend a minimum of 4 meetings a year (E)
  • Willingness to attend training and planning events (2) (E)
  • Able to be available to the Chief Executive for support and guidance both on a regular and ad hoc basis (E)