The HfL Board has two sub-committees, the Personnel and Remuneration Committee and the Audit and Risk Committee, and one sub-group for Nominations and Governance. The Board of Directors determines the terms of reference, responsibilities and composition of the committees/sub-group, which are authorised to make decisions within agreed delegations and make recommendations to the Board of Directors, as appropriate.

The Board is supported by the Company Secretary, who provides support on corporate governance matters and ensures the Board has access to independent advice, if required.

The Board of Directors meets the full statutory responsibilities under the Companies Act 2006 and the School Companies Regulations 2002. It provides over-arching strategic direction and holds Company Executive team leaders to account for the educational impact, standards achieved, and quality of provision and infrastructure services provided to enable schools, trusts and settings to:

• inspire and support children and young people to become effective and lifelong learners in order to transform their lives
• create stimulating learning environments that give children and young people the chance to achieve the best possible educational outcomes
• provide their staff with appropriate support and tools in order to thrive in the workplace
• innovate and be creative in their approach to delivering learning

The HfL non-executive directors have a strategic duty to ensure that our products, resources and services meet the evolving needs of schools and children, whilst ensuring that high standards a focus on school improvement and financial viability are the strategic intention of all decisions made. 

The Board of Directors are also responsible for upholding the values of the Company and ensuring that the organisation promotes equality, diversity and inclusion for all its stakeholders.

The Personnel and Remuneration Committee, comprising of at least three non-executive directors, is responsible for the following:

• reviewing and approving HR policies on behalf of the Board, as appropriate formulating a written remuneration policy which will attract and retain talent, achieve the company’s long-term goals and decide what form the remuneration takes; and monitoring of the policy thereof
• recommending the remuneration of executive directors, for approval by the Board
• recommending changes in employees’ terms and conditions of employment, for approval by the Board
• recommending annual pay awards, cost of living adjustments and bonus payments, for approval by the Board
• reviewing the annual Pay Gap Report
• reviewing the internal learning and development programme and monitoring its effective delivery
• reviewing the objectives and performance of Executive directors
• considering Chief Executive Officer and Executive team succession planning
• approving the critical incident planning arrangements in case of the absence of the Chief Executive Officer or other Executive member
• supporting the Chair of the Board with any disciplinary and grievance matters relating to the Chief Executive Officer or any other Executive Director
• monitoring the impact of the equality, diversity and inclusion strategy
• monitoring progress on the reduction of our carbon footprint

The Audit and Risk Committee, comprising of at least four non-executive directors, is responsible for the following:

• scrutinising due process relating to the management of financial and other risks
• overseeing internal financial controls
•  reviewing financial statements and other significant documents, as agreed by the Board, prior to approval by Board
• overseeing the relationship with external auditors
• reviewing draft reports on audit, financial and risk management issues
• assessing and prioritising potential risks and making recommendations to the Board for mitigation actions
• overseeing high level compliance matters
• reviewing and approving Company policies on behalf of the Board, as appropriate

The Nominations and Governance sub-group, comprising of the Chair of the Board, the Chief Executive Officer and the Company Secretary, is responsible for the following:

• reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes
• ensuring plans are in place for orderly succession to Board and overseeing the development of a diverse pipeline for succession
• evaluating the balance of skills, knowledge, experience and diversity on the Board and preparing a description of the role and capabilities required for a particular appointment
• recruiting candidates to fill co-opted non-executive Board vacancies, as and when they arise, for the approval by the Board
• undertaking periodic skills audits, to help identify any training and development needs for Board members
• recommending changes to the membership of the Audit and Risk Committee and the Personnel and Remuneration Committee to the Board.