Company Secretaries’

Company Secretaries’

Conference 2013

B8: The effect of 21st century business models

Speaker: Sharron Webster

Partner Trowers & Hamlins

Chair: Stephen Bull

Head of Governance & Company Secretary National Housing Federation

21st century business models Sharron Webster – Partner 11 June 2013

Emerging trends

• Group restructuring

• Corporate style groups

• Collaborations

• Diversification and

commercialisation

Guinness Group

●

From this …

Aster Group

Aster

Property

Management

Limited

Non Charity

Company

Aster Group Limited

Parent

Charitable RP

Testway

Housing

Limited

RP Charity

Company

Housing and

Care

Sarsen

Housing

Association

Limited

Charitable RP

IPS Housing

and Care

Ridgeway

Community

Housing

Association

Limited

Charitable RP

IPS Main care

provider

Flourish

Homes

Limited

RP Charity

Company

Housing

Sarsen

Community

Development

Devco

Synergy Housing Group

Synergy Housing Group

Parent

Charitable RP

Purbeck

Housing

Trust

Weymouth

Portland

East Dorset

Housing

Association

Aster / Synergy merger

Aster Group Limited

Parent

Charitable

Aster

Communities

Charitable RP

Synergy

Housing Limited

Charitable RP

Aster Living

Charitable

Non RP

deregistered

Aster Property

Company

Repairs and

maintenance

Aster Homes

Company

Property

development

New corporate style groups

Parent Co

Non RP

RP New Homes

Co

Management

Co

Private Sector

Rent Co

Facilities

Management

Social enterprise groups

Parent

x

Independent

futures

Family and

community

support

Accessible

transport

Education

platform

Drug and

rehabilitation

Sports forum

Strategic alliance

Devon and

Cornwall

Housing

West

Devon

Homes Strategic alliance

Out of sector partnerships

RP

Community

College Strategic alliance

Education

Charity

Member 1

Member 2

Member 3

CSV

Third Party

Supplier

Normal VAT rules apply

to supplies of goods and

services

Normal VAT rules apply to supplies

of goods and services

VAT

exempt supply of

services

VAT

exempt supply of

services

Non-Member

VAT

exempt supply of

services

Cost sharing groups

Cost sharing collaborations

Housing Leadership Forum

HLF

RE Jobs at Home RE

RP RP RP

Community partnerships

Other trends

Multi-service group

RP

Trading Co Dev Co

Multi

Academy

Trust

Leisure

Company

School School School

Mergers

Overlapped board

structure / virtual

merger / common

purpose boards

Commercialisation and diversification

• Private sector renting

• Corporate acquisition

• Trading companies

• Devco / management companies

• Shared services

• Joint ventures for development

• New vehicles – CICs, CLTs, CIOs

• Funding vehicles

HCA discussion paper

Ring-fencing

Boards for the 21st century

• Meeting the demands of new business models

• What should the boards of tomorrow look like?

• What skills will board members need to manage risk in

this environment?

Demands

Demands on boards and board members

• Finding innovative ways to move forward

• Understanding new and unfamiliar business streams

• Governing ever more complex groups

• Understanding and keeping track of increasingly

complex deals and financing arrangements

• Defining priorities in a needy world

• Avoiding mission drift (and staying intra vires)

• Keeping the right side of the regulator and the lenders

• Managing greater demands on time:

- Multiple board/committee membership

- Delegation

- Meeting cycles

Keeping the house in order