Service Agreement: Non-Executive Chairman
1. Parties to the Agreement
This agreement is between:
FLAGSHIP HOUSING GROUP LTD (“the Association”)
2.1. At the meeting of the Board held on _______ your appointment as a non
executive Chairman on the terms of this Agreement was approved. Your
appointment commenced on _______.
2.2. Your appointment will be for a term of 1 year ending on _______ unless it is
As provided for by the terms of this Agreement or
In accordance with the Rules or
By you giving three month’s notice in writing
2.3. Non executive Chairmen are able to serve for a maximum of 7 consecutive
years in accordance with the Association’s Rules.
2.4. It is agreed that this is a service agreement and is not a contract of employment.
3.1. By signing this Agreement you acknowledge that you have the same general
legal responsibilities to the Association as any other board member (whether
executive or non-executive).
3.2. The Board as a whole is collectively responsible for ensuring the success of the
Association and ensuring its compliance with all legal and regulatory obligations
by directing and supervising the Association’s affairs.
3.3. The Board’s role is to:
1. Define and ensure compliance with the shared vision, values and
objectives of the Group as a whole;
2. Approve a Strategic Plan and establish a framework for approving Policies
and Strategies to achieve those objectives;
3. Determine and review the Group’s Business Plan and Annual Budget and
performance against it;
4. Establish and oversee a framework of delegation and systems of control;
5. Agree the Group’s and individual Group Members annual accounts prior to
6. Agree the Group’s and individual Group Members annual budget;
7. Establish and oversee a framework for the identification and management
of risk, ensuring the Board receives regular reports on these;
8. Agree key policies and make decisions on all matters which might create
significant financial or other risks to the Group, or which raise material
issues of principle;
9. Monitor the Group’s performance in relation to these plans, budgets,
controls and decisions and also in light of customer feedback and the
performance of comparable organisations;
10. Monitor all aspects of the Group’s activities and ensure that all Group
member organisations are meeting statutory and regulatory requirements;
11. Appoint (and if necessary, dismiss) the Group Chief Executive and approve
his or her salary, benefits and terms of employment;
12. Appoint (and if necessary, remove) any other Executive Director;
13. Approve a code of conduct and ensure that the Group’s affairs are
conducted lawfully and in accordance with generally accepted standards of
performance and propriety and financial prudence;
14. Monitor performance against all requirements of the funders and other
financial criteria to maintain the viability and stability of the Group;
15. Determine and review a Committee structure with appropriate composition
and terms of reference.
16. Take appropriate advice, where applicable;
17. Exercise the powers of the Board as laid out in the Rules.
18. Ensure that the Group complies with the Group’s Equality & Diversity
Strategy in all its activities;
19. Decide issues relating to the expansion of the Group’s operations into new
activities or geographic areas;
20. Decide issues relating the cessation of a material part of the Group’s
21. Decide issues relating to changes to the corporate structure of the Group,
including the setting up of subsidiaries;
22. Approve the resolutions to be put forward by the Board at a general
23. Assess how the Group follows the recommendations of the NHF Code of
24. Decide issues relating to changes to the structure, size and composition of
25. Approve appointments to external organisations;
26. Follow the Group’s procedures for appointing (and, if necessary removing)
the Chairman of the Board;
27. Appoint (and if necessary, remove) the Secretary or any other officer of the
28. Approve any changes to the Board’s terms of reference;
29. Ensure the effective co-operation between the Group member Boards for
the benefit of the Group as a whole.
3.4. In addition to these requirements of the Board you are required as Chairman:
3.4.1. To provide leadership to the Board and ensure it acts as a team;
3.4.2. To enable all Board members to make a full contribution to the Board’s
3.4.3. To ensure appropriate standards of behaviour are maintained in
accordance with the code of conduct approved by the Board
3.4.4. To establish a constructive working relationship with, and provide support
for, the Group Chief Executive
3.4.5. To ensure the effective and efficient conduct of Board business
3.4.6. To ensure there are proper arrangements in place to:
Appraise the performance of the Group Chief Executive
Determine the remuneration of the Group Chief Executive and other
Replace, when necessary, the Group Chief Executive in a timely and
Appraise the performance of the Board, the Chairman and individual
Take the lead in the appraisal process for the Board and individual
Plan for succession to the Board and key Board offices
Determine Board Members’ remuneration, if applicable
3.4.7. To ensure the Board receives professional advice when needed either
from senior staff or external sources
3.4.8. To take decisions delegated to the Chairman
4. Time commitment
4.1. By signing this Agreement you confirm that you are able to allocate enough time
to meet the requirements of your role as a non executive Chairman as given in
section 3 of this agreement. You should get the agreement of the Flagship
Board before you accept additional commitments that might affect the time you
are able to devote to your role as Chairman.
4.2. You may also be required to serve on one or more Board Committees, working
parties or panels. If so you will be given the appropriate terms of reference and
any specific responsibilities involved.
4.3. You are expected to work with and through the Board. You are not expected to
undertake executive duties.
5. Fees and Expenses
5.1. You will be paid a fee of £12,075 gross per annum which will be paid monthly in
arrears, less any deductions the Association is lawfully required to make. Fees
will be reviewed annually by the Board and to meet with any changes to Housing
5.2. The Association will reimburse you for all reasonable and properly documented
expenses you incur in performing your duties as Chairman less any deductions
the Association is lawfully required to make.
5.3. If you fail to attend Board meetings (including any meetings of Board
committees which you are a member of) and/or fail to properly undertake your
duties as a non executive Chairman the fee will be reduced by an amount which
the Board agrees. This reduction will be deducted from any subsequent fees
owed. Further such failure will constitute a material breach of this Agreement.
6. Special leave of absence
If you are unable to attend Board meetings and/or undertake your duties as Chairman
for a period of time you must notify the Board which may give you special leave of
absence. During the agreed leave of absence period the fee will be reduced by an
amount which the Board agrees. This reduction will be deducted from any subsequent
7. Outside interests
7.1. It is accepted and acknowledged that you may have business interests other
than those of the Association. At the time of your appointment you agree that
you have declared any interests that you currently have.
7.2. In the event that you become aware of any actual or potential conflicts of
interest, you agree that these will be disclosed to the Group Company Secretary
as soon as one becomes apparent. and ensure a record is made in the Register
7.3. You agree that during the term of your appointment you will be required at all
times to comply with the provisions of Schedule 1 of the Housing Act 1996.
7.4. At the time of your appointment you agree to sign a declaration for the purpose
of Schedule 1.
7.5. You agree that you will not (unless the Board agree and, where appropriate,
there is a determination from the Housing Corporation) be directly or indirectly
employed, engaged, concerned or interested in, or hold any office in, any
business which undertakes similar services to those of the Association or which
is a customer or supplier of services to the Association.
All information you acquire during your appointment is confidential to the Association
and should not be released, either during your appointment or following termination (by
whatever means), to third parties without first getting the Group Company Secretary’s
9. Data protection
It is a condition of this agreement with the Association that you consent to the
processing of your personal data to support the performance of this service agreement,
and for the legitimate reasons of the Association.
10. Board Review process
10.1. Your performance as Chairman and the performance of the whole Board and its
Committees will be evaluated annually. You are required to attend and
participate in all performance reviews related to your individual performance as
Chairman and the performance of the Board as a whole and to conduct
performance reviews with individual Board members.
10.2. If, in the interim there are any matters which cause you concern about your role
you should discuss them with the Board as soon as is appropriate.
The Association has officers’ liability insurance in place that covers all non executive
Chairmen and Board members. The current indemnity limit is £20m. A copy of the
policy document is available from the Group Company Secretary. You are required to
bring any potential claim under this policy to the attention of Group Company Secretary
immediately you become aware of it.
Your appointment as Chairman will end immediately without any entitlement to
12.1 You are not reappointed as a member of the Board at the next or any
subsequent AGM at which you are required by the Rules to retire by rotation.
12.2 You are not reappointed as Chairman at the first Board meeting after the AGM.
12.3 You are removed as Chairman by a resolution passed at a special general
meeting of the Association held in accordance with the Rules; or
12.4 You stop being Chairman or a member of the Board because you resign, vacate
the office of Chairman or Board member or because of any provision of the
12.5 The Board decides by special resolution that you should cease to be a Board
Member. Such a resolution can only be passed if you are materially in breach of
this Agreement and, in the case of a material breach which can be remedied,
you have failed to remedy such breach within 28 days following written notice
from the Group Company Secretary.
13. Position on Termination
13.1. Once your appointment as Chairman under this Agreement has been ended by
13.1.1. You will be required to immediately resign from all the positions you
held as a non executive Chairman, including any position in any other
organisations where you represented the Association in your capacity
13.1.2. You will return to the Association any property or documents provided to
you by the Association in relation to your duties as a non executive
13.2. If after the termination of this agreement you are also no longer a Board
member of the Association:
13.2.1. If the Association requires, you will give up and take all necessary steps
to transfer ownership of any shareholding in the Association and/or any
other organisation you were a shareholder of as a result of being a non
executive Board member. In each case you agree to do so without
claim for compensation.
13.2.2. You will not represent yourself as being in any way connected with the
13.3. If after the termination of this agreement you continue as a Board member you
will required to sign the Service Agreement for a Non Executive Board member.
14.1 If you wish to serve any notice in relation to this Agreement it must be in writing
and sent to the Association’s current registered office by recorded delivery,
marked for the attention of the Group Company Secretary.
14.2 If the Association wishes to serve any notice in relation to this Agreement it will
be delivered either personally to you or sent by recorded delivery addressed to
you at your usual or last known address.
14.3 Any such notice if so posted shall be deemed to be served on the second day
following that on which it was posted.
SIGNED on behalf of Flagship Housing Group by
SIGNED by the Non Executive Board Chairman