Non Executive Directorships

Non-Executive Director – Corporate Governance & Company Administration Yorkshire Health Network

Location: Remote/Hybrid

Date Posted: 08/03/2023

Closing Date: 21/03/2023

Salary

£34,363 a year

Job type

Part-time

Full Job Description

Yorkshire Health Network is a federation of all 17 GP practices within the Harrogate and Rural area of the Humber and North Yorkshire ICB (integrated Care Board). Yorkshire Health Network is managed day to day by a small management team led by our General Manager.

Our Vision is that Yorkshire Health Network is:

“The go to organisation for designing and providing high quality at scale primary care-based services in partnership with our member practices.”

Our Core Values are:

We care about the people we work with
We are trustworthy
We add value
We are accountable

Our Board

Our board structure follows the articles of association of Yorkshire Health Network. The board is made up of 6 directors who carry responsibility for the running of and actions of Yorkshire Health Network. There is also a local clinical director as an associate director. The board is chaired by the Executive Chair.

Our board consists of:

The Executive Chair
Practice Directors:
Medical Director
Communication and Engagement Director
Practice Director
Non-Executive Directors (NED):
Finance
Corporate Governance
Associate Director
Local PCN Clinical Director

Yorkshire Health Network’s articles of association state that the board should always have a majority representation from our local practices. Yorkshire Health Network has 2 panels (subcommittees) the Scrutiny Panel and the Remuneration and Performance Panel. Both panels review Board decisions on behalf of practices and consist of our NED’s and panel members (both from local practices).

About the Role

Yorkshire Health Network is seeking a non-executive director and Corporate Governance support. Ideally having expertise in Corporate Governance or business is desirable.

The non-executive director is an officer role and would require an average of approximately 7 hours per month although you may need to provide extra support at busy times.

Remuneration £3893.37

The Corporate Governance role is to provide company administration and board support and would require an average of 17 hours per week.

Remuneration £30469.44

The appointment would be for an initial period of three years and is subject to shareholder approval at the first AGM after appointment. In general, the maximum period that any director can serve on the board is nine years from the date of their first appointment to the board.

Key Duties

A. Members of the Yorkshire Health Network Board

All members of the board will be expected to use their expertise and personal knowledge to guide and advise on the work of the Yorkshire Health Network board.

B. Statutory Duties for Executive and Non-Executive Members of the Board

Under the Companies Act 2006 all Executive and Non-Executive Directors have a:

Duty to act within powers (s.171).
Duty to promote the success of the company (s. 172).
Duty to exercise independent judgement (s. 173). (See Appendix B.)
Duty to exercise reasonable care, skill and diligence (s. 174).
Duty to avoid conflicts of interest (s.175).
Duty not to accept benefits from third parties (s.176).
Duty to declare an interest in proposed transaction or arrangement (s. 177).

Other members of the YHN board are asked to observe these duties too.

C. General Responsibilities

Working as an equal member of the YHN board, the postholder will:

Establish vision, mission and values
Set strategy and structure
Delegate to management
Exercise accountability to shareholders and be responsible to relevant stakeholders

D. Behaviours and Personal Development

The postholder will:

Embody the Nolan principles in all actions.
Participate actively in supporting the work of the board by committing the required time to fulfil their role and perform all delegated responsibilities.
Strive to attend all board meetings and important related meetings (including panel meetings of which you are a member), giving apologies ahead of time if unable to attend.
Study the agenda and other information sent in good time prior to meetings and be prepared to debate agenda items during the meeting, maintaining a respectful attitude toward the opinions of others.
Maintain confidentiality about all board and panel meetings.
Develop effective collegial working relationships with other board members and staff.
Adhere to organisational policies and procedures, including confidentiality, safeguarding, lone working, information governance, and health and safety.
Participate actively in evaluation and planning activities.
Undertake continual personal and professional development, taking an active part in reviewing and developing their own role and responsibilities.

E. Shared Responsibilities

Collectively, members work together to ensure that YHN is well managed and delivers value for its shareholders. To help achieve this, each member of the YHN board has individual responsibilities.

F: Panel Chair Responsibilities

For each panel that the postholder may be delegated responsibility to chair by the YHN board. The postholder will:

Commit the required time to fulfil the role and perform the responsibilities of the Chair.
Strive to attend all panel meetings and important related meetings, giving apologies ahead of time if unable to attend.
Agree terms of reference for the work of the panel with the board of Directors and ensure that these are adhered to and reviewed annually.
Set the agenda and chair panel meetings, and then ensure distribution and safe storage of meeting minutes and panel reports.
Assign work to the panel members and ensure that members have the training and support needed to fulfil their roles.
Report to the full board on panel decisions and recommendations.
Initiate and lead an annual evaluation of the performance of the panel.

G. Delegated Action Plan Responsibilities

For any Delegated Action Plan that the postholder is delegated responsibility to oversee, the postholder will:

Take a lead role in board meetings in overseeing the delivery of all actions against any deadlines set.
Take a lead role in scrutinising any updates provided to the board on progress of any actions relating to their Delegated Action Plan.

Expectations of the role – Non-Executive Director

Bimonthly attendance at board meetings and preparation (60hours annually)
A vote on board decisions regarding Yorkshire Health Network’s purpose and running
Attendance at the Yorkshire Health Network Finance Panel meeting monthly and preparation. (60 hours annually)
Chair at the Scrutiny Panel and preparation. (10 hours annually)
Chair at the Remuneration and Performance Panel and preparation. (20 hours annually)
Occasional liaison with other Directors and the Executive Chair as needed between board meetings
To be seen as a representative “face of Yorkshire Health Network”
To be a “fit and proper person”
To follow the duties of a director – as found at Duties of a Company Directorfrom the Companies Act 2006

Expectations of the role – Corporate Governance Support

Company Administration and board support (17 hours weekly)

Board Meetings – Coordinating the operation of the company’s formal decision-making and reporting; formulating meeting agendas; attending and minuting meetings; storing copies of minutes; and ensuring that correct procedures are followed.

General Meetings (e.g. AGM) – Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; coordinating the administration and minuting of general meetings; and ensuring that correct procedures are followed.

Articles of Association – Ensuring that the company complies with its articles of association, drafting and incorporating amendments in accordance with correct procedures.

Companies Acts – Compliance Monitoring and ensuring compliance with relevant legal requirements under the Companies Act.

Statutory Registers – Maintaining the following statutory registers: members, directors, directors’ usual residential addresses.

Statutory Returns – Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are confirmation statements, annual accounts, amended articles of association, notices of appointment / removal and resignation of directors or company secretary (if any), changes of registered office.

Share Registration – Maintaining the company’s register of members; dealing with transfers and other matters affecting shareholders; and dealing with queries and requests from shareholders.

Shareholder Communications – Supporting myself and Dr James Freer (Practice Director with lead responsibility for stakeholder engagement) with shareholder communications (e.g. the Annual Report) and general shareholder relations.

Corporate Governance – Advising and assisting directors with respect to their statutory duties and responsibilities under company law and advising on best practice developments in corporate governance.

If you do not hear from us by Thursday 6th April, unfortunately you have not been shortlisted on this occasion but thank you for your interest in working for Yorkshire Health Network.

PLEASE CLICK ON THE BELOW LINK TO APPLY

Job Advert (jobs.nhs.uk)

If you do not hear from us by Thursday 6th April, unfortunately you have not been shortlisted on this occasion but thank you for your interest in working for Yorkshire Health Network.

Job Type: Part-time
Part-time hours: 19 per week

Salary: £34,362.81 per year

Work Location: Hybrid remote in Harrogate

Application deadline: 21/03/2023

Apply here

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