Governance
We deal with all kinds of constitutional and governance issues for our clients ranging from technical support and advice to RSL officers, liaison with the Housing Corporation, Registrar of Friendly Societies (and Charity Commission where appropriate) through to making presentations to board and committee meetings or writing reports to shareholders. Some of our work and recent projects are set out below.
Group structure
We have acted for both large and small RSLs joining group structures. In some cases these have been based on the traditional parent/subsidiary relationship. In others, based on the Leominster/ Jephson model with a non-asset owning parent, we have preserved the independence of the smaller RSL by a Procedure Agreement limiting the circumstances in which the parent could exercise its step in rights and giving a right for the subsidiary to withdraw.
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NHF model rules
We have acted for a number of RSLs in the adoption of all or part of the NHF Model Rules 1998. We have proposed amendments to deal with minor difficulties within the Model Rules and to increase flexibility, for example in the use of investment powers.
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A group structure to attract regeneration partners
We have put in place a group structure for an RSL client which involves the creation of a non-asset owning parent RSL in order to attract strategic partners so as to enable the group to engage more widely in regeneration activities. This has already attracted considerable interest from other organisations, both RSLs and non-RSLs.
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Community associations
We have gained a reputation for our pioneering work in establishing the "community association" to develop mixed tenure housing with the recycling of capital receipts from the disposal of Council land. This model has been successfully reproduced on numerous occasions across the country.
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Local housing companies
We acted in the establishment of some of the more difficult urban local housing companies. Some of these have been established as "free standing" subsidiaries of existing RSLs. In different transactions we have advised all the main participants in local housing companies, including the local authority, the new local housing company itself, tenants and the parent RSL.
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Joint ventures
We are advising on several joint ventures between RSLs and local authorities in the following fields:
- a project to develop new co-operatively managed and owned housing;
- a project to deal with local authority void properties by trickle transfer linked with SRB funded construction training;
- a PFI project for Council housing; and
- several SRB and NDC delivery vehicles.
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Trading and charitable subsidiaries
We have acted in the formation of many trading and charitable subsidiaries. These have included:
- the formation of an unregistered charitable care subsidiary, which enabled an RSL client to bid for local authority care contracts in areas where it had no properties;
- a joint venture to bid for and secure a local authority's housing management and maintenance contract; and
- subsidiaries for engaging in market renting and other non-core activities.
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Conversion into a company
We have recently acted in the merger of a charitable RSL with an "associated" company limited by guarantee which involved the conversion of the RSL from an industrial and provident society into a company limited by guarantee which will be a registered charity. We believe this to be the first conversion of its kind in the RSL sector.
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Housing Corporation rescue
We acted in the first transfer of engagements directed by the Housing Corporation under the "rescue" provisions. Since then we have acted in the formation of a number of group structures involving a small struggling RSL joining a stronger parent in "rescue" situations.
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Transfers of engagements
We have recently completed a transfer of engagements from a non-charitable shared ownership subsidiary to a charitable parent RSL including advice on TUPE, consultation with staff and consultation with residents. We are currently involved in a transfer of an Equity Sharing Co-operative RSL to another RSL.
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Charities
We are unusual in having a specialist charity law department. This department deals with the full range of charity and governance issues for both registered charities and charitable industrial and provident society RSLs. Our regular dealings with the Charity Commission mean that we are aware of charity law issues affecting RSLs of all kinds. We act for a number of LSVTs and RSLs which are registered charities. Please also refer to our pages on services to charities.
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Governance
We advise on the full range of governance issues for RSLs including:
- drafting and advising on policies governing issues such as membership, corporate hospitality, whistleblowing;
- considering Schedule 1 issues;
- drafting and advising on standing orders and financial regulations, and standard procedures (such as for sealing documents);
- advising on Board member duties including codes of conduct, statements of obligations, and board member training; and
- annual and special general meetings, and annual reports and returns.
For further information about constitution and governance issues, please call Romaine Thompson on +44 (0)121 212 7401 or email romaine.thompson@anthonycollins.com
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