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Advert and Summary

**Advert ** Small advert for putting online (your website or another organisations) or print if you wish. Purpose: to provide basic information on the recruitment requirement and a link for the Job Pack to be downloaded. This should ideally contain the following information:

• Logo and as much branding as possible
• Company name in full with website and social media details
• Paragraph of text similar to: We are looking to recruit a number of Non Exec Directors to the board of our social enterprise to support the next exciting stage of our business. We particularly want individuals with the following skills and experience to apply: xxx
• We are committed to diversity on our board and welcome applications from any individual who meets the job description and is interested in joining our organisation.
• Download our job pack here – weblink to single pdf document containing:
• Cover Sheet (branded with company name and NED Recruitment Job Pack or similar title
• Summary Sheet (as below)
• Job Description
• NED Code of Conduct
• For more information the current NED managing recruitment: email

Summary Sheet This is the main cover sheet for the Job Pack and should have a series of paragraphs with the following type of information (personalised as appropriately to your organisation and its stage of development):

• Introduction to the company and its business now
• Historic highlights including some key numbers to reflect growth hopefully including impact too
• Future aims to inspire the new NEDs to join
• Brief description of what you are looking for in skills and experience
• Application process including:
• More information or discussion contact current NED managing recruitment:
• Send your application containing a CV and a cover letter with your reasons for wanting to join the company’s board and how your skills and experience meet the requirements expressed in this pack to current NED managing recruitment:
• Applications close midnight on date
• Invitations for interview sent by date
• Interviews in venue on dates (give choice)
• First board meeting and induction where and when

Please add anything else you think would be helpful to a potential candidate – remember this is a marketing campaign about your company as well as a recruitment campaign.

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Board Recruitment Policy

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Board Recruitment Policy

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For company name

Date policy agreed: Date policy to be reviewed:

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Introduction

An effective board is essential to supporting the growth of THE COMPANY . We are committed to have good governance and the right board in place to achieve this. Furthermore, we are committed to seeking out the most appropriate board members to achieve balance and diversity of thought on the board.

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Planning the recruitment

Every year, the board will decide whether they need to actively recruit new board members. In addition, if during the course of the year, any board members announce their intention to leave, the board will decide whether they need to recruit new board members in the place. The Board will follow the Company Articles, Shareholders Agreement and policies to determine the correct process for recruitment and electing or co-opting new board members. The Board will agree on one board member to lead the recruitment process. This board member will make sure the recruitment is kept on the board’s agenda, that progress is made, and that this policy is reviewed after the recruitment. Action and responsibilities may be delegated to other board members.

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Creating a board pack

The board will approve the creation of a series of documents for recruiting new members. These documents fall into 3 stages:

• Assessing the requirements for new board members
• Job Pack for advertising the role
• Directors’ Pack for induction of new members The board member responsible for recruitment will lead the Board in assessing the requirements for new board members with a Skills Audit which is reviewed against the Business Plan and company aims for the next 2 years. The following key components will be included in the Job Pack for recruitment of new members:
• Advertisement
• Short introduction to the company and its medium term aims
• Job Description including key competencies
• A summary of the Recruitment and Induction Process The following are key components of the Directors’ Pack which is preferably provided through online access to a board intranet:
• NED Service Agreement
• Business Plan
• Company Policies
• Board Policies
• Copies previous agendas and minutes of board meetings.

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Advertising the roles

In order to seek out diverse members for an effective board, the company will promote the roles in the following media:

• Company website and social media
• Networks the company has access to including
• Individual board members’ networks both online and offline
• Specialist publications if appropriate to the role and should the board consider it necessary.

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Selecting the best people

The recruitment process for selecting the best people has been developed as follows for 2019:

• Open recruitment on 27th Feb and close it on 18th April.
• Candidates are asked to submit an application by completing drafting a letter detailing why they wish to be a director of the Company and attaching their CV.
• One board member (NAMED) manages the applications and confirms receipt by email to applicants.
• One board member (Karen Leigh Anderson) reviews the applications and screens them against the job pack. A summary document is then provided for the board with recommendations for proceeding with the recruitment process where candidates who meet the criteria and those who do not meet the criteria are identified.
• The board approves a short list for interview on 25th April.
• The board member (NAMED) responsible for recruitment contacts candidates and confirms they wish to be interviewed notifying them of their interview dates by 26th April.
• Candidates are invited to a interview with 3 board members in Cambridge – on 10th and 14th May.
• The interview panel recommends the new board members to the board, who notifies the successful candidates on 15th May and they are issued with the NED Service Agreement
• An induction board meeting is held for 23rd May for the new board members where they are first appointed to the board as outlined in the governing documents and then receive inductions as follows:
• Company current business plan and key projects.
• Company growth and diversification.
• Company and board policies and procedures
• The board (NAMED) who lead the process shall coordinate thank you cards or emails to everyone who has expressed an interest in the vacancy whether or not they were successful by 17th May.
• Board away day 28th June for Company managers, Executive team and the board where the agenda is as follows:
• Strengths session
• More detailed business planning and strategy discussions.
• Board members notified of planned board meetings as follows:
• Skype board meeting week 29th July
• Cambridge board meeting week 16th September
• Skype board meeting mid October
• Skype board meeting late November
• Cambridge January strategy meeting with executives and managers.

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Review and development

The Board will review the board recruitment process after each appointment. The new board member should be encouraged to feed in what they felt went well and what could be improved in their view. This review should be conducted by the board member responsible for the process and recorded in the board papers. If any changes to this policy are needed, the changes shall be made and a revised policy put to the board for adoption. This policy shall be reviewed after each board member is successfully appointed.

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Conflict of Interest Policy Declaration Register

COMPANY NAME Conflict of Interest Policy Director** Conflict of Interests Declaration** Register of Interests of Directors Version Control: Conflict of Interest Policy Conflicts of interest are unevitable and should not be a problem if correctly and sensitively handled. However undeclared or improperly handled, they can cause problems within an organisation and can result in the probity of the organisation being questioned. Policy This policy applies to directors. Directors have a legal obligation to act in the best interests of company and in accordance with company’s governing documents and to avoid situations where there may be a potential conflict of interest. Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the company. Such conflicts may create problems; they can:

• inhibit free discussion
• result in decisions or actions that are not in the interests of the company
• risk the impression that the company has acted improperly. The aim of this policy is to protect both the organisation and the individuals involved from any appearance of impropriety. The declaration of interests Accordingly, we are asking directors to declare their interest, and any gifts or hospitality offered and received in connection with their role in the company. A declaration of interests form is provided for this purpose, listing the types of interest you should declare. To be effective the declaration of interests needs to be updated at least annually, and when any material or specific changes occur. If you are not sure what to declare, or whether/when your declaration needs to be updated, please err on the side of caution. If you would like to discuss this issue, please contact the Chairperson for confidential guidance. Interests will be recorded in the company’sregister of interests, which will be maintained by the company. The register will only be accessible by directors

. Data Protection The information provided will be processed in accordance with the data protection principles as set out in the Data Protection Act 2018. Data will be processed only to ensure that directors act in the best interests of Cthe company The information provided will not be used for any other purpose. What to do if you face a conflict of interest If you believe you have a perceived or real conflict of interest you should:

• declare the interest at the earliest opportunity
• withdraw form the discussions and decisions relating to the conflict. If you fail to declare an interest that is known, a company director will declare that interest. Any minutes relating to the item presenting a conflict should be suitably redacted for the person facing the conflict. A balance needs to be made to ensure that the person still receives sufficient information about the activities of the company generally without disclosing such sensitive information that could place the individual in an untenable position. Decisions taken where a director has an interest In the event of the Board having to decide upon a question in which a director has an interest, all decisions will be made by vote, with a simple majority. A quorum must be present for the discussion and decision; interested parties will not be counted when deciding whether the meeting is quorate. Interested Board members may not vote on matters affecting their own interests. All decisions under a conflict of interest will be recorded by the Secretary and reported in the minutes of the meeting. The report will include:
• the nature and extent of the conflict
• an outline of the discussion
• the actions taken to manage the conflict. Independent external mediation will be used where conflicts cannot be resolved through the usual procedures. Managing contracts If you have a conflict of interest, you must not be involved in managing or monitoring a contract in which you have an interest. Monitoring arrangements for such contracts will include provisions for an independent challenge of bills and invoices, and termination of the contract if the relationship if unsatisfactory.

Company name Director** Declaration of Interests Form** I __________________________ as director of company name have set out below my interests in accordance with the organisations’ conflicts of interest policy. To the best of my knowledge, the above information is complete and accurate. I undertake to update as necessary the information provided, and to review the accuracy of the information on and annual basis. I give my consent for it to be used for the purposes described in the conflicts of interest policy and for no other purpose. Signed: ____________________________________ (Director) Dated: ________________ Register of Interests for COMPANY NAME Directors Version control:

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JD for new board memebers

General Information ………………………….CIC is looking to select people who have professional expertise to join the Board of Directors and be jointly responsible for its governance and strategic direction. In order to strengthen the board’s areas of expertise, we are looking to select two people who already work in one or more of the following areas:  As independent, practicing, self-employed artists/drama workshop leader  Within finance – budget setting, budget management and accountancy  In the education sector or within relevant disciplines The Board of Directors meets quarterly online or in person at our offices at ………. Outside of attendance, it is important that regular contact is maintained with the Director, or relevant Team Members primarily in person at any one of our weekly activities and by e-mail or telephone. The board is pro-active, and directors are involved in follow up tasks, advocacy for the organization and contributions to strategic work. An introductory package and sufficient lead-in time will be provided. To apply for one of the two positions, please send a short CV, web-links to recent work and short statement (maximum of 300 words) outlining what you might bring to the organization and what you might achieve by being a director of…………. to: by What do we offer Board members? An opportunity:

1. To be part of a successful community based organisation.
2. To engage in our workshop activities and special events
3. To support the ambitions of a well-respected organisation
4. To network into the arts and enjoy the unique experiences that offers
5. To be part of a team that shares a unique and innovative vision
6. To contribute your professional skills outside of your usual work environment

We would want a director to have:  A commitment to ………..CIC vision and mission  Integrity, strategic vision and independent judgment  An ability to take impartial decisions for the good of the organisation  An understanding of the importance of collaborative processes  A willingness to devote the necessary time and effort to their duties  A willingness to speak one’s mind and listen to the views of others  An ability to work effectively as a member of a team  An understanding of the legal responsibilities and liabilities of a trustee  Good communication skills  Tact and diplomacy Some specific responsibilities of a Board Member are to:  Ensure the organisation applies its resources exclusively in the pursuit of its vision and aims and. objectives  Contribute actively to the board of the CIC, give firm strategic direction, set overall policy, define goals, set targets and evaluate performance.  Safeguard the good name and values of …………………………CIC  Be responsible for the actions of the organisation and other directors  Ensure the effective and efficient administration of the organization  Ensure the financial stability of the organisation and the proper investment of ……………………funds  Protect and manage the property of the organisation  Attend meetings and read papers in advance of meetings  Attend sub-committee meetings as appropriate  Participate in other tasks as they arise from time to time, such as interviewing new staff, helping with fundraising and networking activities  Keep informed as to the wider issues which affect the organisations work  Declare any conflict of interest while carrying out duties.  Attend a minimum of 3 meetings per year In addition to the duties of all board members, each member should use any specific skills, knowledge or experience they have to help the board reach sound decisions. This might involve 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 organisation’s work in which the director has special expertise. The director’s work might impact on the business plan, support for employees, funding partnerships, financial investment, compliance with company law and raising the organisation’s profile nationally and internationally.

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Notes of Board Workshop

Notes of Board Workshop

• Ownership
• CLG = members (equal ownership)
• CLS = shareholders
• For SEs decide the “social object” of the business
• Owners can be “members” “subscribers” or “shareholders”
• Board decide the strategic direction
• Small members articles mean that your shareholders automatically become a part of the board
• Shadow directors – not listed as a director but attend board meetings and still vote, you don’t want these, and if they attend every board meeting they will end up be legally responsible if anything goes belly up
• Persons with significant control (who has control in the company)
• Nominal value of shares in CICs remain and any shares bought back by the company from investors is bought back at the nominal value, not the share value
• Quorums – must have a quorum process to make decisions
• Chair of the meeting – casting vote (a clause that can be removed as strategic board members can use that clause to make decisions in their interests etc)
• Min/Max numbers
• Prime advocates

**SITR ** Advanced assurance to HMRC Investor loan from SITR DIY guide – REASEARCH!!! CIC CLS Closed group that it’s available for group loan (will get tax back) Full angel investment (crowd funding or significant investment)

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Skills Audit template Board

USE FOR OVERALL BOARD RECRUITMENT REQUIREMENTS CHANGE HEADINGS FOR INDIVIDUAL BOARD DIRECTOR AUDIT – SO RANKING BECOMES: NO EXPERIENCE, SOME EXPERIENCE, SKILLED, HIGHLY SKILLED.

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Special-resolution-to-change-articles-of-association

THE COMPANIES ACT 2006 WRITTEN RESOLUTION - of - [______________] LTD** **(the “Company”) **Company Number: ________ ** COMMUNITY INTEREST COMPANY LIMITED BY SHARES OR GUARANTEE CHANGE OF ARTICLES OF ASSOCIATION At a general meeting of the Company, duly convened and held at [address where meeting held] on [date meeting held], the following resolution was duly passed as a special resolution. SPECIAL RESOLUTION THAT the existing articles of association of the company be modified as follows: Articles 1 and/to 5 to be removed and the numbering of the subsequent articles be amended accordingly; AND/ OR The new attached articles numbered 1 and/to 5 to be implemented AND/ OR The wording of article 7 to be amended to read: ‘Insert new wording of article 7’.

• ---

• [Insert name of Director/Company Secretary]
• Director/Company Secretary (delete as appropriate)

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Written-resolution-to-change-articles-of-association

THE COMPANIES ACT 2006 WRITTEN RESOLUTION - of - hiSbe** CIC**** (the “Company”)** Company Number: ________ **COMMUNITY INTEREST COMPANY **LIMITED BY SHARES CHANGE** OF**** ARTICLES OF ASSOCIATION** We the undersigned, being all the members of the Company who at the date of this resolution are entitled to attend and vote at general meetings of the Company, hereby unanimously resolve upon the following resolution and agree that it shall be as valid and effective as if it had been passed as a special resolution at a general meeting of the Company duly convened and held. THAT the existing articles of association of the company be modified as follows:

• The new attached articles to be implemented.

DATED: SIGNED: ___________________ (Name of 1st shareholder) ___________________ (Name of 2nd shareholder) ___________________ (Name of 3rd shareholder) ___________________ (Name of 4th shareholder etc.)

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3. So you want to become an NED-David Robinson

So you want to become an NED?

• Why? Possible reasons:
• to get experience from the other side of the Board table to help you in your day-job Exec role or Consulting business;
• to provide insight into Board responsibilities, governance, processes etc.;
• because you believe in a cause and want to help;
• because you want to switch from being an Exec to having a portfolio career;
• What to know before you start looking:
• Getting your first NED role can be really hard. You need to be persistent and also to be prepared to cope with rejection.
• A minority of private sector roles are advertised. Only the public sector seems able to afford newspaper advertising at present.
• Head-hunters / search consultants exist to find people for jobs; not jobs for candidates. Head-hunters can only long-list candidates who are already on their radar or who they manage to find through their own networking. So, you need to make yourself known to the relevant head-hunters.
• Many head-hunters are fair-weather friends; frequent contact during the recruitment process then radio silence with unsuccessful candidates the minute the assignment is over.
• There is no such thing as a standard recruitment process for NEDs; there are lots of variants. Public sector processes are normally formal; private sector processes can also be formal, but many are still informal and run internally, rather than via a search firm.
• Whatever time commitment is indicated in the Role Profile, you may need to double it for a more realistic assessment of the likely time commitment!
• Director responsibilities must be understood and taken seriously.
• Before you accept a role, do thorough due diligence. If you’re uncomfortable with what you find and don’t get satisfactory answers, don’t risk taking it on.
• If things blow up, as they can do in any organisation, the time commitment can increase very significantly.
• Start-ups can be great fun but if they fail, as many do, this can have an adverse effect on your reputation and potentially on your employability in your day job, particularly if your day job is with a regulated financial services business.
• NED roles in small organisations (and even in some large ones) may be more akin to part-time Executive roles, where they are expecting hands-on help.
• How to go about it:
• Be very clear what you’re looking for and why. Set out some clear wants / don’t wants i.e. criteria against which to assess opportunities.
• Formulate a written plan, with actions and a timeline, just as you would for any other ‘project’. Refresh it on a regular basis. Half an hour updating the plan every week at the same time (Sunday evening?) and committing to complete one relevant action the following week is good discipline.
• Keep developing and broadening your skills and experience in your day job. Look for opportunities beyond your mainstream responsibilities that will add to your experience and give you something relevant to add to your CV.
• Get onto the radar of head-hunters. If possible get recommendations so that you’re not just going in cold: “Ms. A. B…… suggested I get in touch with you” It’s easier to get past the PA and into see the head-hunter that way.
• Network, network, network! Put together a plan of who in your network might be able to advise you. Be systematic and prioritise who you arrange to meet. At any meeting, ask if they know anyone else who might be able to help, and if you don’t know them already, ask for an introduction.
• Accept / seek out speaking opportunities – a great way of letting people see you in a new light and of building your network.
• Seek out events where you can network.
• The CV:
• Develop a generic CV as a leave behind for head-hunters.
• Keep your CV short; 2 pages ideal, 3 pages max. Focus on achievements i.e. where you personally have made a difference. Include relevant Committee / project / Board experience. Get some independent feedback on your draft CV.
• Include something on your skills, either explicitly or implicitly by reference to what you have achieved: “Led the team that …” etc.
• Minimise the use of jargon. Remember that the reader may know nothing about your industry / organisation so make the CV easy to read without losing accuracy or gravitas.
• Advice varies on whether or not to include personal information i.e. family, external interests etc. Some people include it on the basis that there might just be something there that causes the reader to say: “this candidate sounds really interesting”; others believe it is inappropriate in a CV.
• If applying for a specific role, tailor your generic CV to match what they are looking for, without of course claiming experience / skills you don’t have!
• The Interview
• There is no set format for interviews. They can be structured e.g. with all candidates asked the same questions which are then scored as an aid to deciding who to appoint; they can be one on one; they can be before a panel; they can be informal over coffee / lunch / dinner.
• You will often be asked “do you have any questions for us?” Good preparation ought to enable you to come up with pertinent questions.
• At any interview, shine!
• Don’t expect to hear how you have done straight away. They may have other candidates to interview at later dates, so it can take a few days or occasionally weeks before you hear back.
• What makes a good NED?
• Acts as a ‘critical friend’ of the Executive; gets the balance right between oversight and interference. “Nose in, fingers out”.
• Is diligent; reads the papers long before they get on the bus / taxi / train / plane to go to the meeting.
• Asks questions of the Execs well before the meeting on anything in the papers they don’t understand or where they would like more information. This gives the Execs chance to prepare extra info for the meeting and / or to correct errors for the benefit of everyone attending the meeting. Prior questioning isn’t a hard and fast rule, e.g. if something of concern becomes apparent at the meeting that you hadn’t previously spotted.
• Is conscientious. Missing a meeting has to be an extremely rare event. It’s not like an Exec role where you can miss the occasional Exec meeting because of holidays etc. With an NED role or portfolio of roles, you will be expected to plan your holidays around scheduled Board and Committee meetings.

David G Robinson (e): [email protected] (In) uk.linkedin.com/in/davidgrobinson1 (m) +44 (0)7919 170 490 November 2015

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Board Nomination Form for SCIO

NOMINATIONS FOR THE BOARD OF CHANGING THE CHEMISTRY Changing the Chemistry is seeking nominations Board members, including the positions of Chair, Secretary and Treasurer.* Changing the Chemistry (CtC) is taking the huge step of moving from a fledging entity to a formally organised Scottish Charitable Incorporated Organisation (SCIO). Nominations are sought for Board members, including the positions of Chair, Secretary and Treasurer*. There are a maximum of 11 Board positions to be filled. CtC is a multi-talented group drawn from a wide variety of backgrounds. Our aim is to increase diversity on all types of boards. We are unique in that we share the responsibility to help each other, volunteering our time and skills in a peer-to-peer support network. This is your opportunity to help shape the future of the organisation. For more information on CtC, please see the website:
What’s in it for you? This is a fantastic opportunity for those looking for their first Board position or looking to develop their non-executive skills. You will be part of a diverse, supportive group responsible for delivering meaningful change in the area of Boardroom diversity. What’s involved? The Board will be responsible for all aspects of managing and developing CtC. The Board will be supported by a Chief Executive Officer (unremunerated) who will also sit on the Board. Much of the day-to-day work of CtC will be done by sub-committees of the Board (it is anticipated there will be up to 8 Board sub-committees). The nomination process Board members for CtC are elected by the members of the organisation. All nominations received will be put forward to the membership as candidates. Each candidate’s nomination will be supported by a brief manifesto, explaining why they want to be on the Board and what they think they will bring to the role. Candidate nominations will be anonymised: members will not see the name for each candidate, but will instead vote for Candidate A, B or C, etc (this is to eliminate unconscious bias as far as possible). The exact voting process is still being assessed – more details will be circulated in due course depending on what can be done using SurveyMonkey. (** *Note that the roles of Chair, Secretary and Treasurer will be selected by the Board from its membership once the Board is constituted.) I am interested in standing. What do I do now? Please send an e-mail confirming your desire to stand for nomination to Tanya Castell and Sarah Smart by Monday 5 January 2015. ( ; ) In your e-mail, please explain, in 300 words or less: Why I want to be a CtC Board member (please include in this section if you are prepared to stand as Chair, Secretary or Treasurer) What I will bring to the CtC Board. *(It is up to you how many words you use answering each question, but please use no more than 300 words in total for both questions. If you send more than 300 words, your manifesto will be reduced to 300 words by cutting off everything after **that *limit.) If you are keen to be involved, but do not feel you can commit to a Board position at this time, the Board will also be looking for volunteers for the sub-committees in due course. If you are unsure whether to stand or not and would like more information, please contact: Sarah Smart: / 0780 301 4567

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Chair of the Board of Directors - CDFI Business Loans Ltd

Chair of the Board of Directors BACKGROUND CDFI Business Loans Ltd (CBL) is seeking to recruit a Chair of its Board of Directors. CBL’s mission is to provide access to finance for underserved Micro, Small and Medium sized Businesses (MSMEs) in the UK to help improve the social and economic outcomes for disadvantaged businesses, people and communities. CBL’s aim is to create a loan fund of £75m which will be lent (via a team of Delivery Partners) to 2,000 MSMEs in the UK. Lending to disadvantaged MSMEs will have significant social and economic impacts including the creation and saving of 5,200 jobs. CBL was established by a consortium of seven Community Development Finance Institutions (CDFIs, now rebranded as Responsible Finance Providers). Responsible Finance Providers lend to MSMEs throughout the UK which are in need of accessible, affordable and equitable finance. Responsible Finance Providers use traditional banking techniques to assess the viability and risk associated with lending to MSMEs while also take into consideration the social impact of supporting enterprises that other lenders do not. These seven Responsible Finance Providers will be CBL’s Delivery partners. CBL will offer loans of between £10,000 and £100,000 to established MSMEs at commercial interest rates for periods up to 5 years. The CBL consortium has already engaged with banks, equity investors, HMRC and guarantee providers, both in the UK and in Europe, in order to minimise the risk of lending to the MSME market and to maximise returns to the investors. It is now at a stage where an independent Board of Directors is required to provide strategic oversight of CDFI Business Loans Ltd (The Fund) following its launch (planned for 1 April 2016). The Fund will be managed by a contract management team, yet to be recuited. We would expect applicants for the role of Chair to recognise the importance of affordable and accessible finance to MSMEs and have a basic understanding of tax relief schemes, in this instance Community Investment Tax Relief, first loss guarantees mechanisms and experience of debt finance. If you would like to discuss any aspects of our bankground ahead of applying for the role, please call Peter Newnham on 01606 882923 or 07711 588007. ROLE** **PARTICULARS Role** title **** **** **Chair of CDFI Business Loans Ltd (“CBL”) **Responsible for **** The regular on-going supervision of CBL in accordance with its aims Appointed by The seven consortium members in accordance with their Memorandum and Articles of Association, and approved by key stakeholders Location There is no fixed location for the role. Meetings will be arranged to accommodate the Board and Delivery Partners Purpose of the role The Chair will hold the Board and contract managers to account for the organisation’s mission, providing inclusive leadership to the Board Remuneration CBL is a social enterprise and therefore would expect its Directors to be engaged on a voluntary basis Expenses All reasonable expenses will be reimbursed in accordance with CBL’s Expenses Policy Time commitment Whilst we would estimate a time commitment of around 10 days per annum is required there is no fixed time commitment for the role - the Chair would be expected to commit as much time as is necessary to carry out his/her role. This would include Board Meetings, meetings with the Delivery Partners and representing CBL at various events and meetings with key stakeholders Term Three year term, subject to review, with no exclusion from being re-elected. Probation There will be a three month probationary period where the appointment will be reviewed by a panel drawn from the Board How to apply **To apply please send the following:

• Your CV
• A brief personal statement (no more than 2 sides of A4) detailing why you are interested in the position of Chair of CBL Limited and what you feel you can bring to the role to Peter Newnham at
  Deadline** **** **All applications must be received by Wednesday 17th February 2016 The shortlist of candidates will be interviewed by members of the consortium in the week commencing 29th February 2016.

If you have a disability that requires ** reasonable adjustments to the recruitment processs please ** contact Peter Newnham. ROLE** **RESPONSIBILITIES The principal responsibilities include: Strategic leadership Provide leadership to the Board and the Delivery Partners to ensure the organisation achieves its strategic objectives and fulfils its obligations to its stakeholders Develop the knowledge and capability of the Board as a whole and resolve any conflicts as necessary Oversee the performance of the organisation in line with agreed KPIs and ensure that systems and controls are in place to measure and report to key stakeholders against their requirements Make recommendations to the Board on the appointment of Directors and Non-Executive Directors to the CBL Board as they arise, in consultation with the Delivery Partners and such other appropriate stakeholders Ensure the culture, mission and vision of CBL is embedded throughout the Board, the Delivery Partners and the contract management staff Efficiency and E****ffectiveness Chair meetings of the Board effectively and efficiently, bringing impartiality and objectivity to the decision-making process while ensuring all Board Members are fully engaged and that decisions are taken in the best interests of CBL Ensure effective relationships are maintained between the Board, the Delivery Partners, the staff, the stakeholders and partners Review the effectiveness of the Board, its members, and its Delivery Partners Governance Ensure Board Members provide effective governance and that the organisation as a whole operates within the objects stated within the Memorandum and Articles of Association Ensure that decisions, actions and deliberations are adequately minuted, with actions assigned and monitored **External Relationships ** Act as an ambassador for CBL, maintaining close relationships with key stakeholders, acting as a spokesperson for the organisation when appropriate, and representing CBL at external meetings and events if necessary **Relationship with the **Delivery Partners Establish and build strong, effective and constructive working relationships with the Chief Executives of the Delivery Partners, ensuring s/he is held to account for achieving agreed strategic objectives **Social ****& Economic **Responsibility Ensure CBL fulfils its core objectives of achieving ongoing social and economic impact, and in line with key stakeholders’ requirements for measurable performance in specified areas The above list is indicative only and not exhaustive. The Chair will be expected to perform all such additional duties as are reasonably commensurate with the role. PERSONAL SPECIFICATION The following is a non-exhaustive list of criteria we are looking for in a new Chairman. We are interested in hearing from a wide range of candidates, and so recognise that some of the qualities may need to be gained over time. Experience Experience of financial services, preferably in the commercial lending sector Experience of working with Board Members, Chief Executives and Key Stakeholders to drive high quality services and results driven environment Competencies Good understanding of issues important to communities, individuals in those communities, enterprises and social enterprises in relation to their access to finance An understanding and acceptance of the legal duties, responsibilities and liabilities of being a Director of the organisation Understanding of the issues faced by SME-focused CDFIs – seeking views and meeting needs across diverse member groupings Ability to plan strategically and make strategic decisions in line with the organisation’s governance arrangements Relevant financial skills in line with the organisation’s business plans Ability to work collaboratively with the Chief Executives, including undertaking regular support and supervision Ability to develop highly effective external relationships with a range of stakeholders, including: government, financial institutions, external providers, etc. and using the media as appropriate. Soft Skills Personal commitment to the overall aims, objectives and values of CBL Excellent communication and interpersonal skills with the ability to work with other Board Members, staff and a range of external stakeholders clearly, accurately, efficiently, with diplomacy and friendliness Ability to think creatively and to solve problems innovatively when required Willingness to speak out and the ability to respect the views of others Well connected in the sector and beyond to assist with networking appropriate to meeting CBL’s longer term goals.

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Charity Treasurer Trustee Recruitment

Families Outside** is ****looking for a new Treasurer to join its Board of **Directors Families Outside is looking for a new Trustee to join its Board of Directors and contribute to an already diverse, dynamic and passionate team which will take the charity forward as it continues to thrive and develop. The new Trustee will be appointed Treasurer of the organisation. About us: Families Outside is the only national charity in Scotland working solely to support the families of people affected by imprisonment. We work to mitigate the effects of imprisonment on children and families – and consequently to reduce the likelihood of reoffending – through support and information for families and for the people who work with them. Imprisonment can be a traumatic experience for families, and its impact is often significant and enduring:

• Risk to housing;
• Financial pressures;
• Problems in caring for children;
• Anxiety, distress and health problems;
• Rejection, stigma, and victimisation by neighbours and the community.

A Scotland wide charity, Families Outside has its head offices based in central Edinburgh though we welcome applications from all over Scotland. We are funded by a combination of statutory and charitable trust grants, with sufficient income currently in place to allow the charity to carry on its work until at least August 2015. Further funding raising is always ongoing. About the role: The Board of Directors is key to the success of Families Outside, providing strategic support and guidance to the Chief Executive and staff team on the ongoing development of the charity. The Board of Directors are also Trustees of the charity, meaning they are responsible for ensuring it is solvent, well-run and meeting its charitable objectives as outlined in the Constitution.
The full Board meets four times a year (March, June, September & December) at various office locations in central Edinburgh. The Finance/HR subgroup, of which the Treasurer is Chair, also meets four times per year, in advance of the full Board meeting. The role of the subgroup is to support the Board by undertaking governance responsibilities in key areas of financial probity, accountability and adherence to legal and good practice requirements in the HR area, making recommendations to the Board as required. The Treasurer shall be appointed for a term not exceeding three years and shall be eligible for re-appointment for a second and third term not exceeding three years each. About you: Ideally the new Treasurer will have expertise in the following areas:

• Finance: accounting and/or book-keeping; financial statements for charities
• Finance: cash management & financial controls; reserves policies
• General: funding sources and requirements
• General: business management

The day to day budgets, management of income and expenditure, bookkeeping and initial audit preparation work are carried out by a highly skilled Executive Officer who is also able to support the Treasurer in preparation of meeting papers and financial reporting. To apply, please email Jonathan Goodfellow at

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Charity Trustee JD

Role Description Charity Trustee** of East Park** Charity No: SCO12838 Role To ensure, with the other Trustees, that the charity acts in accordance with its constitution and to manage its activities in furtherance of the charitable purposes set out in that constitution. Note: The charity is registered and a limited company*.** Every Trustee is also a Director of the Company and has legal responsibilities and potential liabilities in each** that** capacity. Full details of these are not included in this role description but can be obtained from the charity’s office.* Responsibilities

• As a part of the Board, setting the strategy and undertaking the strategic management of the charity.
• Ensuring that the charity complies with its Articles of Association and all applicable legislation and regulations.
• Ensuring that the charity pursues charitable purposes as set out in its Articles.
• Ensuring that the charity applies its resources in pursuance of its charitable purposes and provides appropriate public benefit through its activities in pursuit of those purposes.
• As a part of the Board, ensuring the financial stability of the charity.
• As a part of the Board, ensuring proper accounting records are kept.
• As a part of the Board, ensuring the effective and efficient administration of the charity.
• As a part of the Board, protecting and managing the property of the charity.
• As a part of the Board, ensuring the proper investment of the charity’s funds.
• As a part of the Board, approving the charity’s policies.
• Safeguarding the good name and ethos of the charity.

Duties Collective

• Approving the rolling 3 year Development Plan annually and monitoring progress against it.
• Determining/approving the annual budget and monitoring progress against it.
• Preparing and approving the annual report and accounts.
• Appointing the Executive Director and monitoring that person’s performance.

Individual

• Attending meetings of Trustees.
• Playing an active part in the Trustees’ meetings and deliberations.
• Exercising due care and attention and using reasonable skill in dealing with the charity’s affairs.
• Using the Trustee’s own skills, knowledge and experience to help the Board of Trustees reach sound decisions.
• Taking the lead in any Trustees’ activities where the Trustee has special knowledge.
• Avoiding any conflict of interests and declaring potential conflicts to the Board of Trustees.
• Serving on one or more committees.
• Sitting on senior staff appointment and disciplinary panels if required.
• Reviewed & approved
• 21.07.15

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Comprehensive Charity Board Pack

Information for appli****cants **for** **Member****ship**** of **East Park Board of Directors August 2015 C****ontents Who We Are** 2** What We Do** 2** The School** 2** Supported Accommodation 3 The** Respite Service 3** Workmates** **3 The Care Team** 4** East Park Philosophy** 5** East Park Professional Development and Training……………………… 6 Person Specification – Board Member 7 East Park – Recruitment and Selection Policy Statement 9 Contact Information** 9** Who we are East Park has provided Education and Supported Accommodation services to children and young people with additional support needs, including autism, since 1874. Our philosophy reflects current legislation, best practice and a commitment to excellence. All our services focus on the needs of the young people and encourage partnership with the child and family. East Park is regularly inspected by the Care Inspectorate, Education Scotland and as an accredited service with the National Autistic Society. East Park is also an SQA Approved Centre. East Park has received positive inspection reports from all the above bodies since 2012. All inspection reports are available on the website at What we do East Park strives to provide excellent, person centred residential care and education to children and young people with complex additional support needs, including Autism Spectrum Disorder, physical and sensory impairments, and challenging behaviour, between the ages of 5 and 25*. *With the young person at the centre and working with external partners, our work focuses on seeking innovative, personalised approaches which enable each individual to reach his or her maximum potential. East Park provides four main services: Education (day & residential) Supported Accommodation (52 weeks) A post-school ‘Workmates’ programme for young adults aged 18-25. **The **School East Park School provides education to children and young people between the ages of 5 and 19, with additional support needs. All pupils have a significant learning difficulty coupled with additional disabilities including physical disability, sensory impairment, ADHD, Attachment disorder, ASD and challenging behaviour. Around 80% of the pupils are on the autism spectrum and require specialist techniques and strategies in order to minimise the impact of their barriers to learning. East Park provides comprehensive and appropriate learning environments and opportunities for this group of children/young people, for example through: Personal learning plans Individual and group teaching and learning Elaborated curriculum based on Curriculum for
Excellence Sensory curriculum Post-eighteen education Links with colleges and other schools Specialised resources and equipment Use of community facilities and amenities Many of the young people are non-verbal communicators, many may require intimate & personal care, the majority have no sense of danger, and all require a high staff ratio to enable them to access fully the curriculum and community. East Park provides a child-centred curriculum which provides opportunities for the young people to have a range of relevant experiences and achieve positive outcomes. Supported Accommodation East Park has four high specification purpose-built houses located within pleasant residential areas of the local community. The houses each accommodate 4 or 5 young people in single occupancy bedrooms. The location of our houses allows young people to live socially valued and fulfilling lives as part of the community, experiencing neighbourly relationships and having full access to local community activities and resources. Workmates “Workmates”, East Park’s supported Education and Supported Employment Service is designed specifically to support young adults with high support needs, aged 17-25. Workmates offers an individualised service to young adults. High support needs generally would be classed as requiring at least 1:1 support to sustain a meaningful experience in the workplace or college. The service provides opportunities for: Continuing and further education Vocational training Development of independence Career development Supported work experience and employment Workmates works with each young person as necessary, either directly supporting a placement or in the planning process. This may increase over time as occupation increases, or may decrease as natural supports are
developed. Each student benefits from a unique package of support appropriate to his/her needs. Workmates provides opportunities for growth and development to enable individuals to enjoy a fulfilled lifestyle. The benefits to the young people include: A wider circle of relationships Development of natural supports Different supports from those normally experienced The** Care **Team All our care staff are appropriately qualified and registered. Every resident young person has a key worker who acts as a designated link person co-ordinating all aspects of their care. The key worker supports the young person both on a day to day basis and in relation to the planning and reviewing process, to express their views and choices and to fully participate in all decisions which may affect their lives. Recognising the importance and benefit of a consistent approach, particularly in relation to supporting young people with autism spectrum disorders, the care team works closely with the education team to develop and implement effective strategies. In East Park these, specific individualised strategies which support the young person throughout the day and across settings are incorporated into the following joint processes and procedures: The young person’s Personal Organiser Their Behaviour Support Plan Their Autism Support Plan Their Personal Learning Plan Individual Progress and Planning Meetings Class planning and timetables Individual activity planners East Park** Philosophy** The 24 hour curriculum All members of the East Park team recognise that learning opportunities constantly arise from every day experiences and activities and are not restricted to the school day. Care staff facilitate on-going learning and development by participating in both school projects and themes and in the development and achievement of joint targets agreed at Individual Progress and Planning meetings. Reflecting the objectives and values of Curriculum for Excellence and Getting It Right for Every Child (GIRFEC) we aim to support young people to be healthy, achieving, responsible and effective contributors by providing meaningful social and recreational activities which promote the development of life skills and independence. **Working with others ** We consider genuine effective team work to be at the heart of ensuring best outcomes for young people. East Park staff work in close partnership with social work staff, health professionals, LD CAMHS teams, etc. We particularly value our relationship with family members and carers. Central to all of this is the young person whose input and views are pivotal to all decisions made in relation to his/her life. T****ransitions All of us experience transitions in our lives and while these can be both exciting and challenging, we recognise that for young people with a learning disability and/or autism, transitions are often overwhelming. One of the underpinning objectives of the work of the Care Team is to support young people to develop social, emotional and self-care skills, which will help them prepare for life in the adult world. Taking account of young people’s individual needs and aspirations, our staff promote continual achievement and development, provide young people with positive relationships and positive life experiences, promoting self-determination and feelings of self-worth and striving to improve outcomes for them by supporting them to be all they can be. **East Park ****Professional Development & **Training East Park is fully committed to supporting the learning and development of all colleagues. By providing qualifications and on-going learning and development opportunities to persistently raise the standards of the care and education we provide, we continually refine and affirm the development of a positive ‘Lifelong Learning Culture’ at East Park. We pride ourselves in being a high quality training resource for the continuous development of our workforce. East Park supports colleagues to gain a wide range of qualifications from Post Graduate Certificates in Autism Studies to mandatory H&S qualifications. As a Scottish Qualifications Authority Approved Centre we deliver the workplace and academic qualifications required by the Care Team to register with the Scottish Social Services Council (SSSC). We provide a comprehensive programme of induction and continuous training through our blended learning approach, combining on-the-job instruction, in-service training, online courses, external provision and self-directed learning to meet our skills needs. New employees undertake a programme of formal and informal training which will continue throughout their time with East Park. Training is provided in a wide range of subjects and our mandatory provision includes Child and Adult Safeguarding, Moving & Handling and Fire Safety. Our comprehensive approach to training ensures our provision meets, and where possible exceeds, the standards required by our regulatory bodies including the Care Inspectorate, Education Scotland, SSSC and Autism Accreditation. E****ast Park’s Training Team The training delivery at East Park is organised and managed by the Training Department which is staffed with two professionally qualified and experienced members, as well as design and delivery input provided by highly skilled professionals from across our services. EAST PARK BOARD MEM****BER PERSON** SPECIFICATION** Listed below are the skills, knowledge and personal qualities you will need to undertake the role of a member of East Park Board. ESSENTIAL** CRITERIA** You must live or work in Scotland and be available to attend regular meetings in Glasgow. You should demonstrate: • an empathy with the needs and challenges faced by children and young people with additional support needs including autism, and a commitment to their on-going support; • an appreciation of education and/or health and social care policy and/or the rules governing charities and how they might impact on the role and aims of East Park; • the ability to challenge constructively, and influence, decision-making within a Board or team setting; • the ability to develop, monitor and meet strategic objectives through effective planning and resource management; • the ability to analyse and review complex issues/opinions and make your own decisions; • a commitment to the values of equal opportunity and diversity, to a culture of respect for others, and to partnership working; and • the ability to build relationships and interact effectively with others. DESIRABLE** CR****ITERIA** • Senior experience in education and/or social or residential care, experience in finance and/or accountancy, experience in promoting fundraising and support, experience in the delivery of estates projects. ROLE** AND**** RESPONSIBILITIE****S** The purpose of the Board is to ensure the efficient, effective and accountable governance of the organisation and to provide strategic leadership and direction to East Park’s Executive Director and senior management team. Along with the Chair, Vice Chair and other members, you will support the provision of education and care to children and young people with additional support needs including autism. You will be expected to support the Chair and work with the other members to discharge the functions of the Board, which will comprise: • regularly attending and actively participating in Board and other related meetings; • developing strategies which address the service priorities and needs of the organisation; • contributing to the effective performance of the Board and ensuring achievement of its aims; • allocating resources to address strategic objectives and ensuring the financial health of the organisation; • monitoring implementation of Board decisions; and • ensuring sound governance arrangements and probity and propriety in the workings of the organisation In addition you will: • maintain a focus on strategy and performance; • actively participate in collective decision-making; • act on the principle of collective responsibility for decisions of the Board; • question intelligently and debate constructively; • listen sensitively to the views of others, inside and outside the Boardroom; • communicate and support the Board’s activities whilst encouraging and maintaining good relationships with stakeholders: • challenge and support members of the senior management team in their leadership of the organisation while monitoring performance; and • uphold the highest ethical standards of integrity and probity. TIME** COMMITME****NT** As a non-executive member you must be able to make a firm commitment to spend time on Board business. This time will mainly be focussed on Board & Committee meetings but will also include reading documents in your own time. You may be asked to support additional activities, potentially attending stakeholder events some of which may be in the evenings or at weekends. A degree of flexibility is required in order to attend additional Board meetings, subject to the on-going needs of the Board. LENGTH** OF APPOINTMENT** The term of appointment will be for three years with the eligibility of re-election for two further periods of three years. Appointment may be renewed subject to evidence of effective performance and the requirements of the person specification for the role at the time of re-appointment. **EAST PARK – R****ecruitment & Selection Policy Statement (all posts) ** East Park is committed to providing a high quality service within a safe and nurturing environment, so that children and young people can thrive in the knowledge that they will be listened to and will be protected from harm. Fundamental to this is an effective and reliable workforce. For this reason East Park is committed to a rigorous and safe recruitment process. We aim to attract quality applicants and above all to recruit the right people. In order to do this our recruitment and selection policy and procedure may entail some or all the following thorough and robust checks for: Identity Birth Certificate Passport Driving Licence Utility bills for address Suitability PVG Enhanced Disclosure Written application Performance at interview Health declaration Eligibility for registration with the Scottish Social Service Council (SSSC) or equivalent regulatory agency Meeting the criteria of the Job Description and Person Specification Capability References including, if required, checking any listed previous employer as well as designated referees Performance at interview Health declaration Educational/professional qualifications including viewing of original certificates Meeting the criteria of the job description and person specification Equality and Diversity All of the above will be underpinned by East Park’s commitment to the principles and values of equality and diversity. East Park recognises that a more diverse workforce better reflects the diversity of the young people we serve and the multi-faith and multi-cultural society in which we live. We therefore welcome applications from all eligible individuals including those from minority ethnic groups and those with disabilities. Contact Information** for Board Applicants** Kenneth Pinkerton, Chair of the Board Judy Cromarty, Executive Director East Park, 1092 Maryhill Road, Glasgow, G20 9TD Tel: 0141 946 2050
Contact for initial enquiries Laura Brown HR & Administration Manager Email: [email protected] Informal visits are encouraged; please contact as above Start date: As soon as possible subject to satisfactory references and PVG check REGISTERED CHARITY (SC012838)** (Company Number: SC356976)** East Park is an equal opportunities employer regulated by the Care Inspectorate and Education Scotland

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Director Advert

Scottish Wresting Association Independent Highly-Skilled Director The Scottish Wrestling Association is the National Governing Body for Olympic Wrestling and other wrestling-oriented combat sports. After a better-than-expected Glasgow Commonwealth Games, where Scottish Wrestlers outperformed expectations in capturing 2 Bronze medals, the SWA has seen a complete overhaul of its Board and Governance, and soon will be a limited company. The new, operational section of the Board are folks familiar with wrestling. For the remaining appointments, including this one, we are striving to fill with successful businesswomen and men, who can offer several distinct skills, a desire to grow this sport from seed to sequoia, and an enthusiasm and professional, commercial approach that is hard to come by for smaller sports. The Role and Opportunity. We have several appointments to fill for Independent Highly-Skilled Directors. We want folks who will use their contacts and this role to help us commercialize where possible the opportunities to promote Scottish Wrestling, to earn our own revenue and to liaise with corporations and government for corporate social responsibility programs, grants and funding programs. We currently depend on the generosity of Sport Scotland for funding, a dependency that we would like to lessen and, as a result, consequently strengthen. Our goals over the next 4 years are simple and ambitious. We want to out-perform ourselves, anybody else’s expectations and all the other home nations in the Commonwealth Games 2018. To do this we must grow this sport in Scotland, and develop Scottish Wrestlers wherever we find them, by getting wrestling into the curriculum at schools and universities, strengthening our current clubs and making new ones and to get kids and adults to take up this sport where courage, ambition, discipline and “dynamis” – the will to win are the hallmarks of a life lived to its utmost. Time Commitment** and Accountability**. We require as much time as you can spare to do this job. We cannot pay at this point (nobody on the Board is paid – anything), but we hope within the next year or so that we will first, pay travel expenses, and then - when in a position to do so - pay a modest stipend. Board meetings will be held for the foreseeable future either in Glasgow, Edinburgh and Aberdeen (Glasgow will have 2), and once we become a limited company we will have 4 meetings per year including the AGM. We won’t ask more of you, but we believe you will want to give more as success manifests itself over and over and over again. The job spec is as you’d expect, and we can give a short list later if you require, but it is simple: prior significant Board level experience (not necessarily as Company Director however); your expertise in marketing, branding, event management, commercial partnerships and fund raising, creating programs at schools and universities; liaising with funding, commercial and strategic partners, including government; teaching us as we go; being very commercial; and your own ‘dynamis’. Use us as a platform for your next big job, or as a “wind down” or as something cool and different to do. We just hope you will be around when we go to Australia in 2018. Please send us a CV and short sketch of why you would like to do this job by 17 August to Marcin Zdrojewski – and Cary Depel, Chairman – .

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Finance Director Advert

Scottish Wresting Association Finance Director The Scottish Wrestling Association is the National Governing Body for Olympic Wrestling and other wrestling-oriented combat sports. After a better-than-expected Glasgow Commonwealth Games, where Scottish Wrestlers outperformed expectations in capturing 2 Bronze medals, the SWA has seen a complete overhaul of its Board and Governance, and soon will be a limited company. The new, operational section of the Board are folks familiar with wrestling. For the remaining appointments, including this one, we are striving to fill with successful businesswomen and men, who can offer several distinct skills, a desire to grow this sport from seed to sequoia, and an enthusiasm and professional, commercial approach that is hard to come by for smaller sports. The Role and Opportunity. The first of several appointments is for a Finance Director. As such, we would like a professionally qualified accountant who can keep a simple set of books on their preferred software of choice, and institute a simple set of controls that are easy to understand and follow. As important, we want someone who will use their contacts and this role to help us commercialize where possible the opportunities to promote Scottish Wrestling, to earn our own revenue and to liaise with corporations and government for corporate social responsibility programs, grants and funding programs. We currently depend on the generosity of Sport Scotland for funding, a dependency that we would like to lessen and, as a result, consequently strengthen. Our goals over the next 4 years are simple and ambitious. We want to out-perform ourselves, anybody else’s expectations and all the other home nations in the Commonwealth Games 2018. To do this we must grow this sport in Scotland, and develop Scottish Wrestlers wherever we find them, by getting wrestling into the curriculum at schools and universities, strengthening our current clubs and making new ones and to get kids and adults to take up this sport where courage, ambition, discipline and “dynamis” – the will to win are the hallmarks of a life lived to its utmost. Time Commitment** and Accountability**. We require as much time as you can spare to do this job. We cannot pay at this point (nobody on the Board is paid – anything), but we hope within the next year or so that we will first, pay travel expenses, and then - when in a position to do so - pay a modest stipend. Board meetings will be held for the foreseeable future in Glasgow, Edinburgh and Aberdeen, and once we become a limited company we will have 4 meetings per year including the AGM. We won’t ask more of you, but we believe you will want to give more as success manifests itself over and over and over again. The job spec is as you’d expect, and we can give a short list later if you require, but it is simple: money control; up-to-date accounts; annual audits; liaising with funding, commercial and strategic partners, including government; teaching us as we go; being very commercial; and your own ‘dynamis’. Use us as a platform for your next big job and develop your skills. We just hope you will be around when we go to Australia in 2018. Please send us a CV and short sketch of why you would like to do this job by 17 August to Marcin Zdrojewski – and Cary Depel, Chairman – .

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Nomination Form & JD

**ROLE DESCRIPTION ** Highland Third Sector Interface Director/Trustee (Voluntary + reasonable expenses) **Location and time commitment: **Variable, Board meetings usually take place in Inverness though the working day on a quarterly basis. Additionally Director are asked to participate in at least one sub group which will usually meet at need but not less than twice per year. Skills Based Directors will also be required to chair these sub groups and co-ordinate the preparation and action associated with them. **Role Support provided by: **HTSI Chair and with support from the HTSI Chief Officer **Role Purpose: **To ensure the effective governance of the HTSI, in line with its purpose and aims, specifically including regulatory and legal compliance. ** **As a Director of the HTSI you will be responsible for the strategic and general administrative management of the organisation. *Duties (Statutory): **  To ensure that the HTSI complies with its Articles of Association, charity law, company *law and any other relevant legislation or regulations  To ensure that the HTSI pursues its objects as defined in its Articles of Association  To ensure the HTSI uses its resources exclusively in pursuance of its objects: the organisation must not spend money on activities which are not included in its own objects, no matter how worthwhile or charitable those activities are  To contribute actively to the board of HTSI’s role in giving firm strategic direction to the organisation, setting overall policy, defining goals and setting targets and evaluating performance against agreed targets  To safeguard the good name and values of the HTSI.  To ensure the effective and efficient administration of the HTSI  To ensure the financial stability of the organisation  To protect and manage the property of the HTSI and to ensure the proper investment of the HTSI’s funds  To appoint the HTSI chief officer and monitor his/her performance **Duties (Other): ** In addition to the above statutory duties, each Director should use any specific skills, knowledge or experience they have to help the board of HTSI reach sound decisions. This may involve:  Scrutinising board papers  Leading discussions  Focusing on key issues  Providing guidance on new initiatives  Other issues in which the Director has special expertise All Directors are expected to put the interests of the HTSI and their members before their own interests or those of any other person or organisation. Highland Third Sector Interface ** Nomination for Director of HTSI Board ****(Skills Based Trustee) ** Nominations for Directorship of the Highland Third Sector Interface based on identified skills needs will ordinarily be considered by a recruitment process and ratified by the HTSI Directors or AGM; but on other occasions as allowed within our governing document it may be considered between these meetings. There are three categories of Director, Partner nominated, Independent and skills based. The HTSI Board have identified that they skills based roles should focus on the following areas:

• Human Resources
• Audit
• Finance Nominees should be able to demonstrate their suitability to contribute under one or more of these areas of skills based need. They should also be able to confirm that they are available for the necessary time commitment. Please make reference to your suitability in your statement of support and complete the attached skills self-assessment form.

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Short Board Recruitment

AdvoCard** is looking for new Board Directors** AdvoCard is on the look-out for some brilliant new Board Directors to support the organisations next stage of its journey. About us: AdvoCard is a well established independent advocacy organization primarily serving people with experience of mental ill-health in Edinburgh. We provide opportunities for people to participate more effectively in decisions that affect all aspects of their lives. – trained volunteers and paid workers assist people around the wide range of issues that affect their lives.  AdvoCard has offices serving both community-based service users, as well as hospital inpatients. – AdvoCard supports groups of people who use mental health services. The group members support each other, as well as campaigning on common issues Last year we provided advocacy for 911 individuals. However the needs in society for our services are increasing. To meet this we have recently extended our service to work in the prison and also have developed a specific service to respond to welfare reform. About the role: The Board is integral to the existence of AdvoCard. Collectively, its members provide strategic support and guidance for the ongoing development of the organisation. Board Directors are also Trustees of the charity, meaning they are responsible for ensuring it is solvent, well-run and meeting its charitable objectives. About you: Ideally, new Board Directors will have expertise in one of the following areas:

• Finance: experience in voluntary sector finance and/or accounting.
• HR: knowledge of legislation, contracts etc
• Business management: particularly strategy and partnership development We welcome all enquiries, and will provide induction and training as required. Commitment:
• Attendance and active participation at our regular Board meetings, which are currently every 2 months during the day.
• Active participation in one or more of our sub-groups: Finance, People, Marketing & Communications or Development.
• Attendance at our annual AGM The total commitment is an average of ½ a day per month. In return we offer a highly rewarding role and all travel expenses. Get in touch: We’d love to hear from you. For more information or an informal meeting contact Chris Mackie, the Director, www.advocard.org.uk or on 0131 554 5307

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Visit Scotland Person Specification

**What skills, ****knowledge, ****experience ****and understanding **do we need new VisitScotland Board Members to have? It is important that we have people with a variety of different skills, knowledge, experience and understanding which will enable the Board to work effectively. All Board Members need to have some general skills so they can make a full contribution to the work of the Board but these do not have to have been gained by working in a management post or at a senior level; you may have a natural aptitude in these areas or you may have gained them through being active in your community, in a voluntary capacity or through your own personal life experience – these are listed in the General Skills and Personal Qualities section below and we have explained exactly what we will be looking for and how they will be tested. VisitScotland also needs its new members to collectively bring some more specific skills/experience to the Board, to allow it to make a strong, broad and general contribution to the wider visitor economy. For example, there is a particular need to appoint people who will bring with them more specialist skills around the ‘digital’ agenda and expertise in finance/risk/investment. These more specific skills are listed in the Priority Skills/Experience section and you will need to demonstrate that you possess at least one of these skills/experience. If you believe you can demonstrate more than one, you will be given the opportunity to discuss it further if you are shortlisted for interview.. It is very important that there is the right balance of skills on the board so the Minister will be taking account of which ‘priority’ skill each applicant is able to demonstrate when selecting applicants for appointment. It is also important that VisitScotland has an appropriate balance of Board members whose experience enables them to consider issues from both an urban and rural perspective so this will be a factor in the decisions which are made at all stages in the appointment process. 1.** **General Skills and Personal Qualities **(all candidates ****will need to demonstrate ****all **of these) **2 **** ****Priority skills/experience (****you will ****need to demonstrate ****at least one of **the following seven skills)

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Visit Scotland Recruitment Pack

VisitScotland** logo** appointmentS to the board of visitscotland Appointments for up to three years from October 2015** and December 2015** The appointments will start on a phased basis, with three appointments being made in October 2015 and a further two being made in December 2015. Scottish Ministers welcome applications from groups currently under-represented on Scotland’s public bodies, such as women, disabled people and people aged under 50. VisitScotland is the lead Scottish Government Non-Departmental Public Body responsible for growing and developing Scotland’s visitor economy and for advising Ministers on policy. It has wide statutory powers to promote tourism and has a budget of around £50 million per annum. It is funded in part by the Scottish Government, and the Minister for Business, Energy and Tourism makes appointments to the Board which currently has nine members including the Chair. There are soon to be vacancies for five Board members. VisitScotland has a strategic role as the lead public sector agency providing leadership and direction for the development of Scotland’s tourism economy to get the maximum economic benefit for Scotland. Its core purpose is to grow and develop Scotland’s visitor economy sustainably through its core activity of marketing and events and by working in partnership with businesses and communities. VisitScotland is a national organisation with a number of regional offices. Our local activities are led by a team of Regional Directors and Island Managers. Composition of the Board Scotland’s visitor economy is going through a transformation. It is diverse, fast-moving and energetic. We’re looking for a Board which will reflect this change. VisitScotland’s strategic direction of travel over recent years has seen the organisation move from a strict marketing and tourism role to a broader visitor economy agenda. This intake of Board members will allow us to broaden the range of skills and experience to drive forward that agenda and we look forward to welcoming new Board members from a wide variety of backgrounds, not specifically or necessarily from the tourism industry. Supporting the Board is the Senior Management Team which is made up of the Chief Executive, four Directors and the Head of Human Resources. Role of the VisitScotland Board The Board has both a leadership and governance role and in pursuit of this dual role the Board will undertake the following: Leadership provide strategic leadership, direction, support and guidance for VisitScotland; act as ambassadors for Scottish tourism, conveying passion for Scotland’s tourism product; champion the work of VisitScotland with stakeholders across Scotland and beyond, representing VisitScotland at engagements, functions and meetings; ensure that VisitScotland’s public profile and its relations with news media and wider stakeholders is properly presented, communicating VisitScotland’s core messages as appropriate; work closely with the Minister for Business, Energy and Tourism, the Scottish Government and Local Authorities, as well as the tourism industry and other stakeholders to ensure that tourism remains at the top of the political agenda, is supported in a sustained manner and is recognised as a key contributor to the wider Scottish economy. Governance demonstrate high standards of corporate governance at all times. promote commitment to the core values, policies and objectives set by Scottish Ministers, and ensure that VisitScotland fulfils these aims and objectives; promote the efficient and effective use of staff and other resources by VisitScotland in accordance with the principles of Best Value; ensure that it receives and reviews regular financial information concerning the management of VisitScotland; is informed in a timely manner about any concerns about the activities of VisitScotland; and provides positive assurance to the Scottish Government that appropriate action had been taken on such concerns; ensure that Scottish Ministers are kept informed of any changes which are likely to impact on the strategic direction of VisitScotland or on the attainability of its targets, and determines the steps needed to deal with such changes. Role of the Board Member In particular the Board Member will: provide input to the achievement of VisitScotland objectives through the attendance at – and consideration of papers for – VisitScotland Board meetings; contribute to the determination of policy, planning and resource allocation; at as an ambassador for Scottish tourism and VisitScotland, representing the best interests of the Scottish tourism industry and the wider visitor economy, championing the work of VisitScotland and representing VisitScotland at functions and events; align the work of VisitScotland, using his/her knowledge and experience, to the Scottish Government’s priorities – investment, innovation, internationalisation and inclusive growth; support the Chief Executive and the Executive team. General Skills and Personal Qualities The successful candidate must demonstrate:

• the ability to contribute to policy and strategy formulation;
• the ability to provide leadership and direction;
• excellent interpersonal, communications and networking skills; and
• the ability to engage others in debate and participate in constructive group discussions.

**Priority **Experience, Knowledge and Understanding The successful candidate must also be able to demonstrate evidence of at least one of the following:

• current experience of digital channels and their potential application within the visitor economy;
• knowledge and understanding of the investment/financial or legal community;
• a broad understanding of the strategic environment in which tourism operates at Scottish, UK and international level;
• good understanding of government policy, national priorities and local issues;
• experience of working in the retail sector;
• experience of working in the events industry and how it interacts with the wider visitor economy;
• knowledge and experience in relation to equality, diversity and accessibility.

Remuneration The role attracts a daily rate remuneration of £343.12 which is non-pensionable. All essential travel and subsistence costs as well as reasonable dependant carer costs incurred while carrying out these duties will be reimbursed. Term of a****ppointment The appointments will be for three years with the possibility of reappointment beyond that based on effective performance and on satisfying the requirements of the role at the time of reappointment. Any appointments and subsequent re-appointments will not extend beyond a maximum of eight years. Applicants will be ineligible to apply for this appointment if they have already served a total of eight years on the VisitScotland Board. Time c****ommitment The time commitment is estimated at two days per month. Location of m****eetings The Board meetings will be held at various locations throughout Scotland. The remaining Board meetings in 2015 are on 11 September and 20 November. The dates for 2016 will be announced shortly. **Closing date for applications is **Friday, 24 July 2015. An application pack and full details on this and other public appointments can be found at the public appointments website . If you experience any difficulties accessing our website, please contact Public Appointments, Wellbeing and Diversity (PAWD) on Freephone 0300 244 1898, by email at or by writing to PAWD, Scottish Government, E1 Spur, Saughton House, Broomhouse Drive, Edinburgh EH11 3XD. Appointed on merit; comm****itted to diversity and equality

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2. Appointing a NED - Practical Guide

Appointing a Non–Exec Director? Practical Guide

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Why appoint a Non-Exec Director?

Bringing a Non-Executive Director or Chairman into a company can be a very smart move for CEOs, CFOs and for the Board, particularly at times of significant change or upheaval in the business. The objectivity and wise experience of the right Non-Exec will be a great asset for businesses of all sizes: from start-ups upwards. A Non-Exec Director’s experience in the following areas can be invaluable: industry contacts and knowledge strategic vision built on his/her past success as a Board Director, for example – assessing new markets or a company acquisition or fund-raising. The recent recession has given directors a lot of invaluable knowledge and experience for dealing with distressed situations as well. intelligent questioning “Why is the Company doing that?” and gentle challenging of a Board-assumed strategy, to ensure the strategy is right for the business. sometimes it is a condition of a Private Equity funding round that a specified Non-Executive Director with industry experience is appointed.

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How do I find a Non-Executive Director?

Try: your personal network recruitment consultants or a specialist NED appointment company – if you want to pay a fee professional or industry networking events and online communities e.g. Once you have found your NED, the can provide training and ongoing advice for non-executives and also advises companies on how to assist them in fulfilling their roles effectively. Once you have agreed the terms here is the checklist of information you need to agree with the Non- Executive Director to prepare a letter of appointment to be signed by the company and the new Non- Executive Director.

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Before you produce the Non-Exec Director Letter of Appointment

You will need to check the company’s Articles of Association to check the precise method of appointment of new directors which must be followed, e.g. Board Resolution of the current Directors (the default is an Ordinary Resolution). A copy of the directors’ or members’ decision must be kept at your registered office address, along with the minutes of the board meeting or general meeting at which the resolution was passed. If the NED will not be voting at Board meetings, then there is no need to do this check or register their details at Companies House, as they will not officially be a NED (see below).

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What terms to include in the letter of appointment.

Decide if the individual is simply to be appointed as a Non-Exec Director or if he/she will also be appointed to the role of chairman. Set out the appointment start date. Confirm the length of the initial term so the company can then stop the appointment if it is not working or decide to renew it. A two- or three-year contract with the potential to renew may be a good starting point.

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How can the appointment be terminated by the Company?

Insert protections for the company to stop the appointment if there is breach of company procedures by the Non-Executive Director. After the initial term insert what period of notice will be required to terminate the appointment from both the Company and the Non-Executive Director.

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What time commitment is fair for a Non-Exec Director?

Agree with the Non-Exec: How many days a month the non-executive director will be required to work for the company e.g. 1 to 3 days or just a set amount of time each quarter. How often he/she should attend board meetings – once a month or quarter? Whether he/she will attend strategy days with the Company. If the Non-Executive will be required to attend any site visits. If the Non-Executive will be required to travel overseas.

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Non-Exec Director’s role, duties & fees

Key questions to ask and agree with the Non-Exec Director are: What are the Non-Executive’s duties? How much will the Non-Executive be paid a year and when will the fee be reviewed?

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Can the Non-Exec Director have outside interests?

It is important to find out what are the Non-Exec Directors outside interests so that the company knows what these other interests are and ensure there are no conflicts. Every Board Director who votes at Board (of Director) Meetings has a duty to disclose conflicts of interests. It is good practice to ask the Non-Exec Director to write down what these interests are and to notify the company if any changes are made.

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Insurance – what is Directors & Officers Insurance?

Non- Executive Directors will always want to know this insurance is in place to protect them in case they are sued personally whilst acting lawfully in their role for the company. The company is permitted in Company Law and in its Articles of Association to have this insurance.

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What to do after the letter of appointment is signed?

Provide a welcome pack for the Non-Executive Director. Attend to the usual administration for a new company joiner, e.g. e-mail address & update the website to show the company has now got this experienced person on Board. Notify the company insurers. Within 14 days of the appointment, register the Non-Exec Director’s appointment details at Companies House if he/she is going to have the right to vote at Board meetings. If they do not have a right to vote, they are not a NED/ Board of Director Member – rather they would be an Advisor or Board Observer and therefore do not need to be registered on Companies House. To do this, file the on the . Companies House is the UK Government registry where all company and director details must be filed – please note there are late-filing penalties! Update the company’s Register of Directors contained in the Statutory Books also called Company Registers.

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Downloadable Resources

• [Appointing a Non executive Director](/leadership/assets/Appointing a Non-executive Director.pdf) PDF
• [Duties of a Company Director COBRA](/leadership/assets/Duties of a Company Director - COBRA.pdf) PDF
• [NED Code of Conduct](/leadership/assets/NED Code of Conduct.doc) Word
• [NED Job Description](/leadership/assets/NED Job Description.doc) Word
• [NED Service Agreement](/leadership/assets/NED Service Agreement.doc) Word
• [UnLtd Board Resources](/leadership/assets/UnLtd Board Resources.zip) ZIP
• getting on board interactive reduced 2 PDF
• model articles of association by shares schedule 3 large membership ver2 Word
• model articles of association limited by guarantee large membership ver2 Word
• [1. Good governance guide](/leadership/assets/1. Good governance guide.pdf) PDF
• [1. IOD Role of NXDs](/leadership/assets/1. IOD Role of NXDs.pdf) PDF
• [2. NED Code of Conduct](/leadership/assets/2. NED Code of Conduct.pdf) PDF
• [3. Effective Board Meetings](/leadership/assets/3. Effective Board Meetings.pdf) PDF
• [Above and Beyond in Trusteeship NPC 2016](/leadership/assets/Above and Beyond in Trusteeship - NPC - 2016.pdf) PDF
• [Building your business incl boards](/leadership/assets/Building your business incl boards.pptx) PowerPoint
• [How to recruit trustees for your charity Getting on Board larger March 2019](/leadership/assets/How to recruit trustees for your charity Getting on Board larger March 2019.pdf) PDF
• [Workshop handouts](/leadership/assets/Workshop handouts.pdf) PDF
• [Board Recruitment Pack charity](/leadership/assets/Board Recruitment Pack charity.pdf) PDF
• [CEO appointment brief](/leadership/assets/CEO appointment brief.pdf) PDF
• [Candidate Brief for Charity Committee](/leadership/assets/Candidate Brief for Charity Committee.doc) Word
• [Chair Appointment Brief](/leadership/assets/Chair Appointment Brief.pdf) PDF
• [Charity Board Recruitment short pack](/leadership/assets/Charity Board Recruitment short pack.pdf) PDF
• [Good NED Recruitment Pack short](/leadership/assets/Good NED Recruitment Pack short.pdf) PDF
• [Great Trustee Pack Homeless Link](/leadership/assets/Great Trustee Pack Homeless Link.pdf) PDF
• [Intro for Prospective Board Member](/leadership/assets/Intro for Prospective Board Member.doc) Word
• [NED Advert](/leadership/assets/NED Advert.pdf) PDF
• [SCIO Trustee JD](/leadership/assets/SCIO Trustee JD.doc) Word
• [SE Board Member JD & PS](/leadership/assets/SE Board Member JD & PS.doc) Word
• [SMP advertising for new Directors 2015](/leadership/assets/SMP advertising for new Directors 2015.doc) Word
• [Trustee Advert](/leadership/assets/Trustee Advert.doc) Word
• [Trustee Director JD](/leadership/assets/Trustee Director JD.doc) Word
• [UnLtd Trustee Candidate Pack](/leadership/assets/UnLtd Trustee Candidate Pack.pdf) PDF
• [Various Board JDs](/leadership/assets/Various Board JDs.doc) Word
• [Wheatley Group NED Advert](/leadership/assets/Wheatley Group NED Advert.pdf) PDF
• [1. Create a Board Recruitment Policy](/leadership/assets/1. Create a Board Recruitment Policy.pdf) PDF
• [3. A Guide To Appointing a Non Executive Director](/leadership/assets/3. A Guide To Appointing a Non Executive Director.pdf) PDF
• [4. Create a Board Member Eligibility Declaration Form](/leadership/assets/4. Create a Board Member Eligibility Declaration Form.pdf) PDF