Independent Director

Director Role Profile Purpose of role Directors provide informed oversight of Heart of England's (the "Co-operative") activities, providing an independent view of the Co-operative that is removed from the day-to-day operations, with particular focus on (but not limited to) the following responsibilities:
Overall leadership of the Co-operative in accordance with the agreed strategy, and setting the Society's objects, values and standards in line with co-operative values and principles determined by the International Co-operative Alliance. Scrutinising the performance of the CEO and Executive Management in meeting the Co-operative's strategy, successful execution of the Co-operative's overall trading and financial performance. Agreeing and monitoring lines of delegation for decision making.

Ensuring the integrity of financial and other information, and that systems of risk management are robust and defensible. Providing effective, accountable leadership and ensuring that decisions are made in the best interest of the Co-operative and that the interests of members, employees and other stakeholders are considered in Board decisions. Key areas:
Compliance With direction from the Society Secretary, complying with the Rules, corporate law, and any other relevant legislation or regulations, including the Co-operative Corporate Governance Code. Complying with the statutory director duties. Abiding by the Co-operative's internal policies and processes. Ensuring that the systems of internal controls will ensure compliance with legal and regulatory duties, safeguard the Co-operative's assets, and protect member interests.

Internal controls must reflect the size, complexity, and risk profile of the Co-operative. Declaring any conflict of interest while carrying out the duties of a director. With the assistance of the Society Secretary, promoting the highest standards of corporate governance by complying with regulatory requirements and best practice, as and when appropriate. Proactive succession planning for the Board and Executive Team to maintain an appropriate balance of skills and experience within the Executive Team and on the Board.

All board members are expected to act in a way that befits a representative of the Co-operative, and are required to sign, and agree to abide by, Code of Conduct for Board Members. Strategy and performance Ensuring that the Co-operative pursues its objectives as defined in its Rules. Ensuring the financial stability of the Co-operative by ensuring that it applies its resources exclusively in pursuance of its objectives.

Contributing actively to the board's role in giving firm strategic direction to the Co-operative, setting overall policy, defining goals, setting targets and evaluating performance against agreed targets. Protecting and managing the property of the Co-operative and to ensure the proper investment of the Co-operative's funds. Ensuring the Co-operative is properly insured against all reasonable liabilities. Being collectively responsible for the actions of the Co-operative and those of the Co-operative's other directors.

Culture & Values Upholding the good name and values of the Co-operative. Safeguarding the organisation's Co-operative status, upholding, and ensuring that, the values and principles are reflected in the Co-operative's work. Ensuring that equality and diversity are promoted at all levels within the Co-operative. Ensuring the Co-operative meets its commitments to its members and that their interests are central to Board discussions.

Functional duties Participating fully in the work of the Board and playing an active role in the delivery of the Board's corporate function. Representing the Co-operative at functions and meetings as appropriate. Through the Society Secretary, ensuring the effective and efficient administration of the Co-operative. Appointing the CEO and supporting them, and the Executive Management, and monitor their performance. Scrutinising board papers, leading discussions, focusing on key issues, and providing advice and guidance requested by the board on new initiatives, or other issues relevant to the area of, the Co-operative's work in which the director has special expertise.

Attending meetings, and a willingness to Chair meetings, where appropriate and reading papers in advance of meetings. Attending sub-committee meetings as appropriate. Acting on behalf of the Co-operative at external meetings and events from time to time. Keeping informed about the activities of the Co-operative and wider issues which affect its work. Key relationships:
Internal:
Building and maintaining close relationships with fellow directors, members, the CEO and Executive Management, Society Secretary and employees. External:
Building and maintaining close relationships with stakeholders in the wider Co-operative Movement, professional advisors including the auditors. Other Complete full induction process upon election. Actively monitor and contribute to…