The Report of the Board of Directors
The Board of Directors present their report and audited financial statements for the year ended 31 March 2024.
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 and one executive board member, the Chief Executive. The Board members are listed in Key Information and biographies are published on our website. Non-executive directors are recruited on a skills-based approach, and they have the appropriate range of skills, experience and competencies to provide strategic direction and oversee settles performance.
Each Board member (except the Chief Executive) holds one fully paid £1 share in the Group.
One Board member, the Chair of settle’s Operations Committee retired 31st December 2023. We are currently recruiting additional members to the Board and Committees to supplement existing Board members’ experience and skillsets in housing management, finance investment, finance, development, legal, governance, digital and customer service. Alongside our skill requirements recruitment continues to consider the Board’s diversity, including ethnicity, gender, age, disability and socio-economic background.
Board meeting attendance for the financial year 2023/24
1 Appointed as Chair of Operations Committee, 1st January 2024
2 Retired from settle Board and as Chair of Operations Committee, 31st December 2024
3 Appointed by the Group as a Director of Rowan Homes (NHH) Ltd Board with effect from 1 April 2023
4 Appointment to settle Board commenced 1 April 2023
Independent Committee member meeting attendance for the financial year 2023/24
Executive Team
The Executive Team during the financial year ended 31 March 2024 is listed on Key Information.
The Executive Directors hold no interest in the Group’s share capital and, although they do not have the legal status of directors, they act as executives by the authority delegated by the Board. The Executive Directors 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, long-term plans and objectives.
- financial control and risk management.
- monitoring settle’s performance; and
- accountability to stakeholders, especially our residents.
The settle Governance Framework in 2023/24 included four Committees of the Board - Audit and Risk Committee, Development and Asset Committee, Nominations and Remuneration Committee, Operations Committee - each with delegated responsibilities set out in Terms of Reference and supporting the work of the Board, a Task and Finish Group, Operating Regulations, Financial Regulations, and a Schedule of Delegated Authority.
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, following the Board and Committee Effectiveness review and each Committee reported regularly to the Board during the year on how it discharges its functions. In September 2022, the Board also reviewed and updated its Operating Regulations and the matters reserved for Board decision that cannot be delegated. The remit of the Committees is detailed 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 that is appropriate for its operations and for reviewing its effectiveness. 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 spectrum of the framework and includes, risk registers, internal audit reports, fraud reports, the external audit management letter 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;
- An annual review of compliance with the NHF Code of Governance Review and annual assessment of compliance with the RSH Regulatory Standards to the Board;
- A Code of Conduct for Non-Executive Directors and colleagues in settle, including a Board and Committee Behaviour, Competency and Expertise Framework and Declarations of Interest Policy;
- A comprehensive Non-Executive Director appraisal process and Governance Effectiveness Review. settle commissioned its triannual external effectiveness review at the start of 2024, the results of which will be reported into the 2024/25 financial year. An induction and learning and development programme are in place to ensure Non-Executive Directors remain professionally updated and have the skills to meet the needs of the business.
- Clear responsibilities for the identification, evaluation and control of risk. All Committees and 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;
- Audit and Risk Committee approved internal audit plan and internal audit reporting at Committee meetings. Our Internal Auditors RSM completed eight audits this financial year, including three advisory audits, and assurance levels for four concluding reasonable assurance and one concluding substantial assurance. The Board receive an annual Internal Audit report from RSM. Following a re-tendering exercise, on expiration of RSM’s contract in November 2023, the Committee also recommended the appointment of new internal Auditors, Beevers & Struthers, commenced working with settle in January 2024. Beevers & Struthers and a new Internal Audit strategy 2024-2027 and an Annual Internal Audit Plan 2024 have been agreed.
- Regular reporting by the appropriate committee or the Board of risk information;
- Quarterly directorate specific internal Control and Risk Assurance Statements, completed by the senior leadership team and reported to the Audit and Risk Committee;
- Audit and Risk Committee Deep Dives undertaken throughout the year on a number of areas where there could be an enhanced risk profile, including in 2023/24 contractor insolvency, anti-fraud arrangements and cyber security, to allow onward assurance to Board as to a robust and effective internal control.
- Key health and safety issues reported to the Health, Safety and Wellbeing Board, 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;
- The Board regularly reviews key performance indicators to assess progress towards the achievement of key business issues, objectives, targets and outcomes;
- A Data Protection Policy and Speak Up Policy (Whistleblowing) are in place;
- A detailed approach to treasury management including regular monitoring of loan covenants and stress testing, aligned with settle’s strategic risk and assurance activity, inclusive of the Assets and Liabilities Register. A recovery framework and plan are in place;
- Regular monitoring of loan covenants and loan facilities;
- Chief Executive’s internal control assurance statement to the Audit and Risk Committee and the Board;
- Regular updates and reporting by the external auditors; and
- Policies and procedures to reduce the risk of fraud, bribery and money laundering.
During 2023/24 the internal auditors RSM issued no reports with a partial or minimal assurance opinion and concluded that settle has in place an appropriate framework for risk management, governance and internal control, subject to the identified further enhancements reported in internal audit reports.
Whilst not exhaustive the above represents the key elements of the existing system of internal control. Key work continues in embedding an integrated risk management culture across settle with our triannual external governance review due to take place in 2024.
In concluding its review, the Board is satisfied with the adequacy of these controls for the year ending 31st March 2024, 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 2024.
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. The statement is published on our website.
Compliance with the RSH Governance and Financial Viability Standard
settle retains a G1 grade for governance and a V2 grading for financial viability regraded in November 2022. The rationale given at the time was our plan to increase investment in existing homes, including works to improve energy efficiency, and forecasted increases in development costs, in combination with the current economic uncertainty in relation to inflation and interest rates. settle retained the G1/V2 grading following the Regulator’s stability check in November 2023.
We assess our compliance with the RSH Governance and Viability Standard annually. The Board was assured that we met all the requirements of the Standard at its meeting on the 17 June 2024.
settle considers it has therefore achieved full compliance with the RSH Governance and Viability Standard for the financial year 2023/24.
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 17 June 2024 the Board was assured that settle is fully compliant with the Code.
settle has therefore achieved full compliance with the NHF Code of Governance 2020 for the financial year 2023/24.
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 audit function was retendered in the Autumn of 2023, ahead of the expiration of BDO’s contact in December 2023, with Crowe UK LLP successfully appointed by the Board on recommendation of the Audit & Risk Committee in November 2023. Crowe UK LLP has undertaken the 2023/24 year-end audit, whilst settle’s taxation advice, which was also retendered on expiration of BDO’s contract, 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 24th September 2024 and signed on its behalf by:
Sally Veitch Chair
24th September 2024