St Basils is;
- A Company Limited by Guarantee (number 3964376) registered in England with Companies House and not having share capital
- A Registered Provider registered with the Homes and Communities Agency (number H3994)
- A Charity registered with the Charity Commission (number 1080154)
The operations of St Basils are controlled under the direction of the Board of Directors, within the regulatory framework set by the Homes and Communities Agency, Charity Commission and Companies Act. Our ‘Memorandum of Articles of Association’ as well as any complementary rules of procedure as defined by the Board, are the rules by which the organisation operates and decisions are made.
The Board of Directors is made up a minimum of 7 and up to a maximum of 18 Members.
The Board composition is made up of; 10 Ordinary Directors, 3 Nominated Directors, 4 co-opted Directors and 1 Executive Director (who is the Chief Executive).
Directors are appointed to the Board based upon their qualifications, skills and experience.
The Board represents and is accountable to the Company Members. The Board's responsibilities are active, not passive, and include the responsibility of regularly evaluating the strategic direction of the company, management policies and the effectiveness with which management implements them.
It is the responsibility of the Board to act in good faith and with due care so as to exercise their business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the company and its Company Members. Each Board Member, upon their appointment to the Board, must sign-up to the Obligations of Directors which can be found here.
The Board and each of the Boards two sub-committees also have the power to hire independent legal, financial or other advisors as they deem necessary.
The Board's responsibilities also include overseeing the structure and composition of the company's Directorate and monitoring legal compliance and the management of risks related to the company's operations. In doing so, the Board may set annual ranges and/or individual limits for capital expenditures, investments and divestitures and financial commitments not to be exceeded without Board approval. These are set out in our Financial Standing Orders Policy and Procedures.
- the Business Support-Sub-committee (also known as the Audit Sub-committee)
- the Service Delivery and Development Sub-committee
The Board may also establish ad hoc sub-committees for detailed reviews or consideration of particular topics to be proposed for the approval of the Board.
Members of the sub-committees are all Directors drawn from the Board itself. The sub-committee Members are appointed by the Members of the Board. Each sub-committee has up to a maximum of 10 Members, of which up to 8 may be Board Members and 2 places are for co-optees. Consideration is given to the desires, skills and characteristics of individual Directors.
David Leigh (Chair)
Amelia McCann (Chair)
*The Chair of the Board Sara Fowler is ex-officio on all sub-committees.
St Basils’ independent auditor is appointed annually by our Board of Directors at the Annual General Meeting. The Business Support Sub-committee of the Board makes a proposal to the Board of Directors in respect of the appointment of the auditor based upon its evaluation of the qualifications and independence of the auditor to be proposed for election or re-election on an annual basis.
St Basils has a Risk Management Policy which outlines St Basils overall guidelines for risk management and related processes. The St Basils Risk Management Policy is approved by the Board of Directors. The Board’s role in risk oversight includes risk analysis of St Basils Risk Register and assessment in connection with financial and business reviews, updates and decision-making proposals and is an integral part of Board deliberations.
The Business Support Sub-committee is responsible for, among other matters, risk management relating to the financial reporting process and assisting the Board’s oversight of the risk management function.
As a Company, St Basils is required to hold an Annual General Meeting (AGM) each year or within 15 months of the previous AGM.
The purpose of the AGM is to;
- Receive the Directors’ report
- To consider the accounts and auditors report
- To appoint the auditor (if necessary)
- To transact any other business specified in the notice convening the meeting.
The next Annual General Meeting is scheduled for October 2017. To request details please contact our Governance Officer Laura Hanley-Gorton.
The minutes of the previous Annual General Meeting will be available shortly.
Sara Fowler (Ordinary Director & Chair of the Board of Directors)
Amelia McCann (Ordinary Director and Chair of Service Delivery & Development Sub-committee)
Maddy Bunker (Ordinary Director)
Chris Miller (Ordinary Director)
Cllr. Sharon Thompson (Nominated Director)
Steve Guyon OBE (Ordinary Director)
Cllr Debbie Clancy (Nominated Director)
Gina Reid (Ordinary Director)
Sean Marsay (Ordinary Director)
Detective Chief Superintendent Chris Todd (Ordinary Director)
Feizal Hajat (Ordinary Director)
Father Adam Romanis (Nominated Director)
Jean Templeton (Executive Director)
John Parr MBE