The Report of the Board of Directors

The Board of Directors present their report and audited financial statements for the year ended 31 March 2025.

Governance

settle group

Settle Group (Settle) is a registered Co-operative and Community Benefit Society with charitable objectives. The Group is registered with the Regulator of Social Housing and governed by both a non-executive and executive Board. It operates across Hertfordshire, Bedfordshire, Buckinghamshire and South Cambridgeshire, with its head office at Blackhorse Road, Letchworth Garden City, Hertfordshire, SG6 1HA.

The Group’s principal activities are the management and development of affordable and supported housing.

Rowan Homes (NHH) Limited

Rowan Homes (NHH) Ltd is a fully owned subsidiary of Settle. Its purpose is to develop new housing properties for outright sale; this is not a charitable activity, and all profits are distributed to Settle.

Board Structure and Membership

The Board currently comprises of seven independent non-executive members supported by five Independent Committee members; these are listed on Key information. Non-executive directors and Independent Committee Members are recruited based on competency ensuring Settle has the appropriate range of skills and experience to provide strategic direction and oversee organisational performance. Consideration is also given to Board and Committees diversity with a view to ensuring that recruitment broadens the range of backgrounds, perspectives, and experiences at the Board level.

Each Board member holds one fully paid £1 share in the Group.

Board meeting attendance and Committee membership for the financial year 2024/25

1 Retired from Settle Board and Rowan Homes (NHH) Ltd Board, 20th September 2024

2 Appointed to Settle Board 15th July 2024

3 Appointed to Settle Board, 17th June 2024 and as Chair of Audit & Risk Committee, 1st October 2024

4 Retired from Settle Board 30th September 2024

5 Retired from the Settle Board and as Chair of Audit & Risk Committee, 24th September 2024

6 Appointment as Chair of Rowan Homes (NHH) Ltd Board, 16th September 2024

(4) Member prior to retiring from Settle Board.

Independent Committee member meeting attendance for the financial year 2024/25

1 Appointed to Operations Committee, 15th July 2024

2 Appointed to Operations Committee, 1st October 2024

3 Appointed to Operations Committee, 14th October 2024

Executive Team

The Executive Team during the financial year ended 31 March 2025 is listed on Key information.

Executive Directors hold no interest in the Group’s share capital and are responsible for the day-to-day management and leadership of Settle.

Corporate Governance Statement

Overview

The Board is responsible for providing strategic direction, leadership, support and guidance to Settle. In March 2021, we adopted the principles of the National Housing Federation [NHF] Code of Governance 2020.

The governance framework of Settle, its constitution, and the composition of its Board and respective Committees is based on these requirements. The Board’s responsibilities include:

  • Setting the strategic direction of the Group and setting out its mission, vision and values;
  • Approving Settle’s key strategies, policies, long-term plans and objectives;
  • Financial control and risk management;
  • Monitoring Settle’s performance; and x Accountability to stakeholders, especially our residents.

The Settle Governance Framework in 2024/25 included five Committees of the Board - Audit and Risk Committee, Development and Asset Committee, Nominations and Remuneration Committee, Operations Committee, and Treasury Committee (formerly a Task and Finish Group) - each with delegated authority set out in Terms of Reference.

Board Delegation

In order to operate effectively and ensure appropriate governance in its business-critical areas, the Board has delegated authority to its committees.

The Board reviews the Terms of Reference for each Committee annually to ensure they remain fit-for purpose. Each Committee reported regularly to the Board during the year on how it discharged its functions. In March 2025, the Board also reviewed and updated its Operating Regulations and the matters reserved for Board. The remit of the Committees is detailed earlier in the Strategic Report.

Statement on Internal Controls Assurance

The Board has overall responsibility for risk management at Settle and acknowledges its role and responsibility for ensuring that we have in place an effective system of internal control. The system of internal control is designed to manage, rather than eliminate the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance that key business objectives will be achieved. It also exists to give reasonable assurance about the preparation and reliability of financial information and the safeguarding of assets.

The process of identifying, evaluating and managing significant risk is ongoing and has been in place throughout the period of this Financial Statement. In meeting its responsibilities, the Board has adopted a risk-based approach to internal controls, which is embedded within normal management and governance processes. This approach includes the regular evaluation of the nature and extent of risks.

Whilst the Board has ultimate responsibility for the system of internal control it has delegated authority to the Audit and Risk Committee to regularly review its effectiveness. It does this by reviewing the effectiveness of the systems across the organisation which includes, risk registers, internal audit reports, fraud reports, the external audit management letter, self-assessments, and specialist reviews.

Key elements of our internal control framework include:

  • A formally constituted Board and Committee structure, with approved Rules, terms of reference and scheme of delegation;
  • Robust processes around Board conduct and management such as:
  • A Code of Conduct for Non-Executive Directors and colleagues, including a Board and Committee Behaviour, Competency and Expertise Framework and Declarations of InterestPolicy;
  • A comprehensive Non-Executive Director appraisal process and Governance Effectiveness Review leading to an annual governance action plan as well as a Board learning and development plan;
  • An annual Board review of compliance with the NHF Code of Governance 2020 and the RSH Regulatory Standards with actions agreed to further strengthen compliance;
  • Clear responsibilities for the identification, evaluation and control of risk. All Committees and the Board consider risks throughout the year. The Chief Executive and the Audit and Risk Committee are responsible for reporting any significant changes to the Board;
  • A multi-year internal audit plan delivered by Beever & Struthers and overseen by the Audit & Risk Committee. Six internal audits were completed throughout the year covering aspects of landlord compliance, TSMs, data integrity, and the completeness of the Asset and Liability Register. There were a further three Business Critical Control reviews covering HR, Finance, IT, and procurement.

No internal audit reports received a rating below ‘reasonable’ assurance’ during 2024/25;

  • An annual independent internal audit opinion which, in 2024/25 gave an overall ‘Reasonable’ level of assurance;
  • Quarterly Control and Risk Assurance Statements, completed by the Senior Leadership Team and reported to the Audit and Risk Committee. Actions identified as part of this process are monitored to completion to ensure any control weaknesses are addressed;
  • A clear health and safety governance structure with operational matters reporting to an officer level Health, Safety and Wellbeing Board and strategic matters being reported the Audit and Risk Committee and the Board;
  • Robust strategic and financial business planning processes, including financial reporting procedures that include detailed budgets, forecasts and cash flow for the year ahead;
  • Regular Board review of key performance indicators to assess progress towards the achievement of key business issues, objectives, targets and outcomes;
  • A robust policy framework covering a range of control areas including on data protection, fraud and whistleblowing;
  • A clear approach to treasury management including regular monitoring of loan covenants and stress testing operationally and by the Treasury Committee;
  • An annual Chief Executive’s internal control assurance statement (based on the output of the Control Risks Self-Assessment exercise) to the Audit and Risk Committee and the Board; and
  • Regular updates and reporting by the external auditors.

In concluding its review, the Board is satisfied with the adequacy of these controls for the year ending 31st March 2025, and for the period to the date of signing the financial statements.

Modern Slavery Act 2015

As turnover exceeds £36m for the period under review, under section 54(1) of the Modern Slavery Act 2015, we produced a Modern Slavery and Human Trafficking Statement for the year ending March 2025.

This statement sets out the steps we have taken during the year to ensure there is no modern slavery (including human trafficking) in the business and supply chains. It is approved by the Board and will continue to be reviewed and updated as necessary or on an annual basis.

Compliance with the RSH Governance and Financial Viability Standard

Settle retains a G1 grade for governance and a V2 for financial viability following the Regulator’s stability check in December 2024.

The Board assesses Settle’s compliance with the RSH Governance and Financial Viability Standard annually and, in 2024/25 was assured that we met all the requirements of the Standard at its meeting on the 28 July 2025. Settle considers it has therefore achieved full compliance with the RSH Governance and Viability Standard for the financial year 2024/25.

Alongside the self-assessment against the Governance and Financial Viability Standard, the Board also consider a report on all other Economic and Consumer Standards. This confirmed that Settle is also fully compliant with these Standards. In all cases, actions have been identified to enhance and strengthen compliance and these will be monitored through to delivery throughout 2025/26.

Compliance with the National Housing Federation's Code of Governance 2020

Settle adopted the National Housing Federation’s 2020 Code of Governance (the Code) with effect from 1 April 2022. The Board considers compliance against each of the provisions of the Code on an annual basis. Following review on the 28 July 2025, the Board was assured that Settle is fully compliant with the Code with actions to strengthen compliance being tracked throughout 2025/26.

Settle has therefore achieved full compliance with the NHF Code of Governance 2020 for the financial year 2024/25.

Board Members’ Responsibilities

Statement of the responsibilities of the Board for the annual report and financial statements

The Board members are responsible for preparing the Report of the Board of Directors and the financial statements in accordance with applicable law and regulations.

Co-operative and Community Benefit Society law and social housing legislation require the Board members to prepare financial statements for each financial year in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

In preparing these financial statements, the Board members are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether applicable UK Accounting Standards and the Statement of Recommended Practice: Accounting by registered social housing providers 2018 have been followed, subject to any material departures disclosed and explained in the financial statements; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and association will continue in business.

The Board members are responsible for keeping adequate accounting records that are sufficient to show and explain the group and association’s transactions and disclose with reasonable accuracy at any time the financial position of the group and association and enable them to ensure that the financial statements comply with the Co-operative and Community Benefit Societies Act 2014, the Co-operative and Community Benefit Societies (Group Accounts) Regulations 1969, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2022. They are also responsible for safeguarding the assets of the group and association and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board is responsible for ensuring that the report of the Board is prepared in accordance with the Statement of Recommended Practice: Accounting by registered social housing providers 2018.

Financial statements are published on the group and association’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the group and association’s website is the responsibility of the Board members. The Board members' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Disclosure of Information to the auditor

The Board directors who held office at the approval of this Report of the Board of Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditors are unaware; and each director has taken all the steps that he/she ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Auditor

Settle’s external auditors, Crowe UK LLP has undertaken the 2024/25 year-end audit, whilst Settle’s taxation advice has been provided by KPMG.

In preparing this Financial and Operating Review and Board Report, the Board has followed the principles set out in the SORP 2018.

The Financial and Operating Review and Board Report was approved by the Board on 28 July 2025 and signed on its behalf by:

Sally Veitch Chair

4th August 2025

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