Strong governance is essential for our ongoing success. It’s critical to our future direction and for us to fulfil our ambitions. Governance sets clear parameters and controls for us to operate in. The Board is clear that governance isn’t just about the rules and systems in place, good governance is also about ensuring the culture of the organisation is right and reflected in the behaviours of our colleagues.
Our governance framework
The Amplius Board, supported by robust processes and procedures, makes sure that the organisation operates effectively, providing specialised expertise. The Board is appointed based upon their skills and understanding of our services, customers and communities.
The Board is supported by a number of Committees. These are given delegated responsibilities to manage or scrutinise key areas, often specialised. This allows them to provide further oversight before making recommendations back to the Board.
Board and Committee structure
Board Members of the Board are shown at page XXX.
All Board Members are non-executive members, with the exception of the Chief Executive Officer. Members are appointed from a wide background, bringing together professional, commercial and local experience. Amplius operates a closed membership which means only the Board Members are shareholders. The Chief Executive Officer does not hold a share.
Board Members are selected for their role based on merit skills, however more importantly they need to possess a clear understanding of the communities Amplius serves. Their role and responsibilities are clearly defined and Members receive training and development over the year to ensure that they remain up-to-date with issues affecting Amplius and can discharge their fiduciary duties effectively.
The Board met eight times during the year. This was a mix of five standard Board meetings and three additional meetings to discuss specific matters. The Board also attended two strategy days. A number of Committee meetings have also taken place over the year.
Each Board and Committee is provided with terms of reference. These clearly set out roles and responsibilities. This means that decision making is clear and transparent. There are some decisions that only the Amplius Board will undertake. These are set out within the Amplius Board’s terms of reference.
Diversity
Having a diverse range of experiences and perspectives enables the Board to remain innovative and agile to changing environments, and ensures that decision making is made with the requirements of our customers and communities in mind.
Diversity, both in terms of protected characteristics and diversity of thought, is a key part of the Board and Committee recruitment process as well as ongoing annual Board and Committee composition reviews.
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Subsidiary Boards
Grand Union Homes Ltd
Grand Union Homes Ltd has ceased trading and is in the process of being dissolved.
Grand Union Group Funding PLC
This subsidiary was formed in late 2013 and the principal activity of the company is to act as the funding vehicle for Amplius. As the company’s activities are limited to the raising and management of private finance for Amplius, it employs no staff and all administration functions are carried out by Amplius’ Finance Team.
Libra (Longhurst Group) Treasury plc and Libra (Longhurst Group) Treasury No 2 plc
These subsidiaries were formed under Longhurst Group in 2012 and 2018 respectively. The principal activities are to raise private finance for the organisation.
GUHG Development Company Limited
This subsidiary began trading on 1 April 2022. The company’s principal activities are limited to providing design and build services for members of the group. It employs no staff directly, with recharges made by Amplius for colleague resources provided.
Keystone Developments (LG) Limited
This subsidiary was formed under Longhurst Group in 2001. The principal activity of the company is the provision of design and build services to other members of the group for the construction of homes for affordable rent and low-cost home ownership.
Committees
Audit & Risk Committee
The Board has delegated the monitoring of the risk management framework and internal controls to the Audit & Risk Committee. The Committee met five times during the year.
The Committee reports to the Board on its activity which includes making sure that Amplius has robust systems of internal control, assurance and risk management in place that are appropriate and effective.
The Committee also drives customer voice to be part of the scrutiny activities and assurance procedures. It commissions independent auditors to test systems and controls and ensures improvement recommendations are acted upon.
They are responsible for recommending the appointment of both internal and external auditors and considers the scope of their work each year. The Committee reviews in detail the content of the annual report and financial statements, recommending them to the Board.
People & Governance Committee
The People & Governance Committee met six times during the year. They provide assurance to the Board with regard to Amplius’ governance framework as well as succession planning and remuneration for Board and Executives. It provides assurance on the effectiveness of the People Strategy which drives a positive, inclusive working culture, overseeing colleague wellbeing and engagement.
Customer Experience Committee
These subsidiaries were formed under Longhurst Group in 2012 and 2018 respectively. The principal activities are to raise private finance for the organisation.This Committee met four times during the year. Their role is to provide assurance to the Board that the Customer voice and experience is a key part in decision making and service reviews. It scrutinises customer feedback through satisfaction surveys, complaints and involved customer activity. The Committee holds oversight of Amplius’ Tenant Satisfaction Measures and ensures that actions are in place to address areas of underperformance.
Development & Asset Investment Committee
The Development & Asset Investment Committee met six times during the year. They oversee the land holding, development and sales activity performance of new homes by Amplius, its subsidiaries and joint ventures, across all tenures.
It also oversees plans for active asset management across all existing stock holding, including acquisition and disposal. The Committee ensures that the views and voice of the customer is included in shaping Amplius’ Development Strategy and helps influence design and specification where possible.
Finance & Treasury Committee
This Committee has met seven times during the year. The Committee is responsible for exercising oversight and scrutiny of the financial viability of Amplius and has delegated authority in relation to certain finance and treasury activities. This ensures Amplius adopts sound treasury management, borrowing, investment and risk management policies and strategies, and maintains financial viability, including liquidity, at all times.
Integration Committee
The Committee was established to ensure that the merger is successfully embedded, through the successful implementation of the merger integration plan. They met five times during the year.
Board
Board Chair
The Board Chair leads the Board and is supported by the Vice Chair, who operates as their sounding board. Amplius doesn’t currently have a Senior independent Director. The Chair is responsible for ensuring that the Board performs well, overseeing regular, robust appraisals and supporting good relationships as well as succession planning and development activities.
The Chair’s performance is assessed by the Chair of the People & Governance Committee.
All Board and Committee members undergo a robust annual appraisal and annual development plan. This means that Members are high performing and informed to make decisions for Amplius.
