Role Profile of the Non Executive Director

Introduction

The role of Non-Executive Director (NED) is consistent across all the entities within the Group unless specified below. The following role profile is to be read in conjunction with the agreement for services and the code of conduct.

Aster Group or Group – the entities which share Aster Group Limited as ulitmate Parent.
Group Parent – Aster Group Limited
Organisation – the entity of which the NED is a member of the board.

Purpose of the Role

To add value to the organisations business by contributing experience, expertise and insight to determine strategy and to exercise direction and control in the interests of the organisations customers and the wider community; to balance the Aster Group’s social purpose with its commercial activities.

Key Accountabilities

The Board has ultimate responsibility for the governance of the organisation within the context of the Group’s delegation matrix and Aster Group corporate strategy.
All Board Directors share responsibility for its decisions. Each Board Director must act only in the interests of the Aster Group and the organisation; Board Directors should put the interests of the organisation before their own interests and should not act on behalf of any constituency or interest group. Every Board Director is responsible for establishing strong working relationships within and between the Board, and with the Group CEO and Senior Executive staff.
The implementation of Board policies and Board decisions are delegated to staff, through the Executive Board.

Responsibility Lines

Individual Board Directors are responsible to the Chair for the achievement of the organisation’s objectives as set out in its current business plan.

Leadership and Direction

To define the vision, values, mission and strategic objectives of the organisation and ensure that these are realised and upheld.
To define the direction of the organisation.
To ensure clear accountabilities and communications within the organisation.
To maintain a clear customer and community focus.
To support the Chair in providing strategic leadership.
To create a positive climate within the Board which fosters constructive challenge to assumptions about the business.
To appoint (and, if necessary, remove) the Chair in accordance with the Rules, the Board Membership, Recruitment and Succession Policy and the delegation matrix.
For charitiable entities, to act as trustee of its assets and to ensure resources are used only to pursue charitable objects and as permitted by the constitution and relevant regulations.
To sit on committees, working groups and attend strategy development days and training as appropriate.

Strategic Development

To set the organisations key strategic objectives and determine the strategic aims and outcomes required in line with the Aster Group’s corporate strategy agreed by the Parent Board.
To support the Group’s framework for approving and regularly reviewing strategies, policies and plans to achieve organisation objectives.
To support the Group’s corporate strategy and the organisations business plan, providing constructive challenge and contribution, and ensuring the effectiveness of plans.
To approve an annual business plan, budgets for both revenue and capital expenditure and funding strategy that support the achievement of the corporate strategy and business and financial plan.
To ensure that all assets are adequately protected, managed efficiently and effectively, and capacity is properly utilised, so as to maintain long term viability and sustainability of the organisation and its assets.

Risk Management

To operate within the Aster Group’s framework for the identification, management and review of risks, including risk capacity and appetite.
To contribute to the review and evaluation of internal and external strategic risks and receive regular reports on these, and on crystallising and emergent risks.
To take or ratify decisions on matters that might create significant financial or other risks to the organisation – or that raise issues of principle.
To support a positive culture of managing opportunities, threats and uncertainties that is embedded throughout the Group.
To determine policies and decisions on all matters that might create a significant financial or other risk to the organisation, or which raise material matters of principle.

Internal Controls Framework

To follow the Group’s framework of delegation and systems of internal control and receive assurance from the Group Audit Committee on the effectiveness of internal controls.
To follow the Group’s system of delegation to Committees and the Executive.
To follow the schedule of significant matters specifically reserved for the Board’s decision outlined in the delegation matrix.
To obtain satisfactory evidence of the integrity of financial information.

Performance Monitoring

To regularly review and monitor performance in relation to strategies, plans, budgets, controls and decisions.
To obtain and consider benchmark performance information in relation to customer and stakeholder feedback and benchmark against comparable organisations and activities.

Probity and Integrity

To approve each year’s accounts prior to publication.
To support Aster’s approch to ensuring that Aster’s affairs are conducted lawfully and in accordance with generally accepted and specific standards of performance, probity, good practice and regulatory requirements.
To ensure compliance with all relevant regulatory requirements and good practice standards.

Transparency and Openness

To reflect Aster’s arrangements for openness and transparency, taking account of good practice.
To reflect Aster’s policies for relationship management and communicating with customers, shareholders and other stakeholders about Aster’s work and performance, and mechanisms for involvement.

Ambassadorial Role

To promote Aster internally and externally, establishing constructive, high-quality relationships, with current and potential customers, partners and stakeholders.
To monitor, safeguard and enhance Aster’s reputation.

Executive and Management Arrangements

To ensure that the policies and systems to recruit, develop, retain and remunerate staff laid down by the Group Parent are fit for purpose and notify the Group Parent if not.
Ensure sufficient time is devoted to the role of NED by disclosing other significant commitments to the board as they arise.

Specific Roles – Non-Executive Member – Parent Board

The Board of Aster Group Limited’s central role is to direct and control the Aster Group’s work: to determine strategic direction and policies; and to establish and oversee control and risk management frameworks that will ensure that Aster achieves its aims and objectives.
To drive the development of the Group’s corporate strategy, corporate plan and business plan, providing constructive challenge and contribution, and ensuring the effectiveness of plans.
To appoint (and, if necessary, dismiss) the Group CEO and approve his/her salary in, benefits and terms of employment and those of the Executive Board or as indicated in the delegation matrix.
To ensure there are appropriate policies and systems to recruit, develop, retain and remunerate staff.
To establish Aster’s policies for relationship management and communicating with customers, shareholders and other stakeholders about Aster’s work and performance, and mechanisms for involvement.
To review regularly Aster’s arrangements for openness and transparency, taking account of good practice.
To ensure that a positive culture of managing opportunities, threats and uncertainties is embedded throughout the organisation.
To oversee a framework for the identification, management and review of risks, including agreeing risk capacity and appetite.
To establish a framework for approving and regularly reviewing strategies, policies and plans to achieve business objectives.
To ensure that there are codes of conduct for Board Directors and staff that set the highest standards of probity and regularly review compliance.
To establish and oversee a framework of delegation and systems of internal control.
To approve a system of delegation to Committees and the Executive.
To annually review the effectiveness of such systems of control and report publicly on their effectiveness.
To draw up a schedule of significant matters specifically reserved for the Board’s decision.
To obtain satisfactory evidence of the integrity of financial information.
To obtain systematic information that provides assurance on the effectiveness of internal controls.
To obtain assurance that Aster’s affairs are conducted lawfully and in accordance with generally accepted and specific standards of performance, probity, good practice and regulatory requirements.

We are looking for Non-Executive Directors in the following areas of expertise:

Treasury and Finance: seeking an individual with a profound understanding of complex businesses (akin to Aster Group) and their complicated finance instruments, with experience gained in the areas of finance, banking and treasury. The Chair role for the Treasury and Finance Committee will become available when Clive Barnett reaches the planned end of his term in Autumn 2025.

Risk and Assurance: seeking candidates who have a background in audit, risk and assurance. The Chair role for this Committee (equivalent to an Audit & Risk Committee) will become available when Caroline Wehrle reaches the planned end of her term in Autumn 2025.

HR and People leadership: as Tracey Peters prepares to finish her role as Senior Independent Director (also in Autumn 2025), there will be a gap on the Board in terms of HR leadership experience. Here we seek candidates with a strong track record as a senior HR leader, seeking expertise across a number of different relevant aligning sectors and industries, such as customer-focused businesses and regulated organisations.

Transformation, Change and Technology: seeking candidates with insights into technological transformation and advancement. These individuals will bring a strong understanding of how an organisation can be more efficient technologically, do more with less, and leverage digital capabilities not just at the front-end but also in the functions operating behind the scenes.

Other broader areas of focus:

Housing sector CEO experience
Customer focused organisations
Social Purpose