Structure, Governance and Management

Our governing document

The Foundation’s governing documents are its Memorandum & Articles of Association incorporated on 30 October 2018, as amended by Special Resolution and registered at Companies House on 18 March 2019, and as further amended by Special Resolution on 21 April 2020.

How we are constituted

The Foundation is constituted as a Company limited by guarantee, number 11651094

Our decision-making processes and those decisions delegated to staff

Trustees are responsible for establishing the strategic direction of the Foundation and for all key decisions as to its operations. These decisions are made by the full board of trustees as provided for in the Trustees’ Terms of Reference in line with their overall duty “To provide direction and stewardship for the CareTech Charitable Foundation for the benefit of current and future beneficiaries”.

The quorum for decision-making at Board meetings for normal business is five members, of which at least two members should be those appointed as external members. In respect of any decisions regarding the relationship and any specific arrangements between the Foundation and CareTech, any trustees who are directors, officers or senior staff of CareTech should not count in the quorum or vote. In these circumstances, the quorum for decision-making shall be four members.

The Board of Trustees has established three committees, with delegated authority for specific aspects of the Foundation’s work set out in Terms of Reference for each committee. These committees are:

• Grants Committee;
• Remuneration Committee;
• Audit & Risk Committee; and,
• Investment Committee.

The trustees have delegated day-to-day management and administration of the Foundation to the Chief Executive Officer and their staff team. Specific delegated authority in respect of the award of grants and other spending commitments are set out in the Foundation’s Financial Handling Manual.

Management of Risks

A Management of Risks Policy is in place and an Audit & Risk Committee provides detailed oversight of the effective management of risk. The principal risks recognised over this period in the Foundation’s Risk Register were:

• A lack of capacity/low priority for CareTech Ltd staff to engage with the Foundation’s initiatives. Mitigation measures include new communication channels to promote awareness of the Foundation’s activities, senior level engagement with company staff, and the identification of company internal champions for each Partnership
• the lack of control over negative press associated with CareTech Ltd. Mitigation measures include careful monitoring of external media, regular liaison with the company’s Communications team, and a Crisis Communications Plan.
• Loss of key staff and expertise. Mitigation measures include succession planning for key staff, and documentation of key procedures
• Decline in funding from CareTech Ltd. Mitigation measures include implementation of the Income Diversification Strategy, careful investment of the proceeds of the sale of CareTech plc shares.

Monthly reports from the CEO to trustees highlight the current top three risks, following internal review. The full Risk Register is reviewed regularly by the Audit & Risk Committee as well as the full Board of trustees.

Charity Governance Code

The aim of the Charity Governance Code (www.charitygovernancecode.org) is to help charities and their trustees develop high standards of governance. The Code is not a legal or regulatory requirement but is intended to be a tool for continuous improvement towards the highest standards. The review used the recommended checklist to assess performance and to identify areas for improvement.

In keeping with our commitment to good governance, trustees normally undertake an annual review of the Foundation’s compliance with the Code. Having undertaken our normal annual review, we continue to consider the Foundation to be well-placed in most areas of recommended practice and that good progress had been made in addressing previously identified areas for improvement.

Foundations Practice framework

In FY2021/22, we undertook a self-assessment against the new Foundations Practice framework, highlighting a number of areas on which we could further develop in line with sector best practice. This year, we implemented the recommended changes identified in our self-assessment and undertook a review of the assessment, which showed that we had implemented the previously-agreed changes successfully

Recruitment and support of trustees

In selecting individuals for appointment as trustees, the trustees are required by virtue of the Articles to have regard to the skills, knowledge and experience needed for the effective management of the Foundation. This has been complemented by undertaking regular Trustee Skills Audits to inform future recruitment priorities.

The Foundation’s Trustee Terms of Reference provide for a mix of trustees, covering independent trustees, senior representatives of CareTech Ltd and other staff employed by CareTech Ltd. Independent trustees are recruited via open selection exercises to ensure as broad a range of candidates as possible. Senior CareTech Ltd trustees are suggested by the company for consideration by the full board of trustees, bearing in mind the
mix of skills and experience required. Two staff members are normally recruited by inviting the Overall Winner of the CareTech Care Awards to become a trustee, subject to the full trustee board ensuring that the individual is suitable using the above criteria – and ensuring that the individual in question wants to accept this important role! The Foundation’s Articles also provide that at least one Trustee shall be a Sheikh Family Member, willing to serve as a Trustee and deemed by the Trustees to be suitable to act as a Trustee.

Terms of Reference for the Board of Trustees are in place as well as Role Descriptions for the Chair, Treasurer and all trustees. All Trustees have also signed up to the Foundation’s Trustee Code of Conduct.

All new trustees receive a full induction programme, provided by the staff team, familiarising new trustees with the work of the Foundation, the policies and procedures in place, introductions to key stakeholders. This programme is also used to ascertain any training and development needs which feeds in to a wider trustee learning and development programme.

As well as participation in bespoke and paid-for training for trustees, the Foundation is a member of the Association of Charitable Foundations (ACF) and the National Council of Voluntary Organisations (NCVO) to ensure that trustees and staff are up to date on best practice aware of developments and are well networked with other leaders within the sector.

Our relationship with CareTech and with other organisations

The Foundation was founded by and is principally funded by CareTech Ltd. Trustees and Foundation staff are made fully aware of the independent nature of their role and a Conflicts of Interest Policy is in place and actively monitored to ensure that any potential conflicts of interest – particularly those concerning the Foundation and CareTech Ltd – are appropriately managed.

A Communications Protocol is in place between the Foundation and the company to ensure that the independent nature of the Foundation is properly recognised in all communications materials.

The trustees usually complete a fresh review every year of the Foundation’s compliance with the Charity Commission’s Guidance for charities with a connection to a non-charity (www.gov.uk/guidance/guidance-for- charities-with-a-connection-to-a-non-charity), using the Charity Commission’s recommended checklist. Trustees are confident that the Foundation continues to meet the expectations of the Guidance.The Audit & Risk
Committee undertook its annual review of the Foundation’s compliance with the guidance.

More generally, the Foundation seeks to work alongside a range of charities and organisations, principally through its grant-funding streams, to maximise its impact whilst ensuring that there is clarity as to each organisation’s roles and responsibilities. In particular, formal grant agreements are in place with all Partnership Fund recipients.

The Foundation is keen to work alongside other funders where the interests of both are aligned and such collaboration can improve the impact of our work. A key mechanism by which this is achieved is the requirement for Partnership Fund grants to leverage additional funding as a result of the Foundation’s investment. We are also working with other funders to explore joint approaches and investment on issues of mutual interest.

Our organisational structure

The Foundation employs a small staff team responsible for day-to-day management of its business. Over this reporting period, the staff team comprised:

• Chief Executive Officer (0.6FTE)
• Foundation Manager
• Championing Social Care Director
• Communications & Marketing Manager
• Grants & Finance Officer
• Championing Social Care Programme Co-Ordinator
• Team Administrator (0.6FTE)

Our arrangements for setting pay and remuneration of key personnel

The overall allowance for paybill increases are set by trustees as part of the annual business planning and budget setting process, providing a ceiling for the maximum overall increase in staff salaries.

A Remuneration Committee of trustees sets the remuneration provided to the Foundation’s Chief Executive Officer, with delegated authority provided by the full board of trustees. The Committee’s decision is based on the following criteria and benchmarks:

• the performance of the CEO as reported through the annual performance system, including an assessment of the extent to which agreed objectives have been delivered;
• inflation (CPI);
• general wage inflation; and,
• reported average pay awards in the not-for-profit sector.

Remuneration levels for other Foundation staff are set by the Chief Executive Officer using the same criteria, taking in to account the decisions of the Remuneration Committee.