Board

Role

The members of the Board are the Directors of the Country Land and Business Association Limited (CLA). The Board is responsible for the control and management of the CLA and has all the powers of the Board conferred upon it except those that are exercisable only by the CLA in general meeting.

As the ultimate decision-making body, the Board is responsible for:

  • Ensuring that the CLA has a clear vision and a strategy focussed on its achievement;
  • Ensuring that the CLA supports its objects and retains its ethos and values;
  • Ensuring that the CLA complies with its legal and regulatory responsibilities;
  • Ensuring that expert advice is taken from members of Council, the Policy Committee and sub-committees before decisions are made;
  • Acting as guardians of the CLA’s assets, both tangible and intangible;
  • Ensuring the financial stability of the company;
  • Agreeing performance targets for senior management and holding management to account;
  • Accounting to members and others for the CLA’s activities.

Main Responsibilities

1. Strategy

  • Ensuring that the CLA pursues sound and proper principles, policies and procedure in relation to all areas of its work;
  • Shaping and approving the CLA’s strategic plan, identifying priorities and developing a long term financial strategy to ensure adequate resources;
  • Engaging actively in strategic decision-making and policy decisions to implement the agreed strategy;
  • Keeping the long term development of the CLA under review in the light of political, economic and social environment in which it operates;
  • Approving the CLA’s annual budget and maintaining a 3-5 year forward view of the CLA’s finances;
  • Approving major expenditure and transactions.

2. Inspire Effective Leadership

  • Appointing the Director-General and reviewing his or her performance;
  • Agreeing other senior appointments;
  • Appointing the members of the Audit & Risk, Investment, and Remuneration Committees, and the Game Fair Board;
  • Agreeing and delegating appropriate levels of responsibility and authority to the Officers, Board Members, groups of Board members, the Director-General and the Finance Director;
  • Lending their own expertise to the CLA;
  • Providing access to outside experts and others who can help the CLA;
  • Acting as advocates of the CLA;
  • Advising the Director-General and senior management team. 

3. Improve Performance

  • Ensuring that appropriate risk management and effective internal control systems are in place;
  • Ensuring that the necessary management information systems exist to assess the CLA’s performance and progress in meeting its objectives, including the evaluation of operational effectiveness and efficiency, compliance with laws and regulations and the reliability of management and financial information.

4. Ensure Accountability

  • Reporting appropriately to Council;
  • Ensuring that it takes into account the views and opinions expressed at Council when making decisions;
  • Acting in accordance with the Nolan Committee’s Seven Principles of Public Life – selflessness, integrity, objectivity, accountability, openness, honesty and leadership;
  • Monitoring actively the performance of the executive management, ensuring clear accountability;
  • Accounting for the Board’s actions in appropriate ways as required by law and good practice – approving the form and content of the Annual Report and Accounts to members and making arrangements for the general meetings of the CLA;
  • Reviewing its own performance and effectiveness.

Membership

The CLA Board will be a small team comprising up to 13 directors as provided in the Articles of the Association:

  • The three Officers of the CLA;
  • The Chairman of the Audit and Risk Committee;
  • The Director General;
  • The Director of Membership and Regions;
  • The Company Secretary – Finance Director;
  • Up to four additional Directors as Council may from time to time determine;
  • Up to two co-opted members as shall be agreed with Council

The directors will possess the balance of skills and expertise to help the CLA achieve its objectives.  Directors will be members of Council.

Qualities & Experience

Qualities

  • an understanding of, acommitment to, and a passion for the CLA, its purpose and its work;
  • objectivity, fairness, independence of mind, integrity, wisdom, discretion and good judgement;
  • a commitment to act solely in the best interests of the CLA, and of the wider public, without regard to personal interest or benefit;
  • strategic vision and the ability to focus on practical issues;
  • readiness to take and be accountable for decisions;
  • lively awareness of how the world is changing politically, economically and socially;
  • the necessary time to be an effective director;
  • a good team player;
  • no significant potential conflicts of interest.

Experience

The Board should act as a team, accepting collective responsibility. The Board overall should have all the attributes needed to fulfil its role and responsibilities, including in particular:

  • knowledge of the aims and purposes of the CLA and issues facing the CLA for 5 years ahead;
  • a thorough understanding of the themes and priorities identified in the CLA’s strategic plan;
  • experience of leadership and board level decision making;
  • experience of large organisations with many stakeholders;
  • experience of wider financial issues and specific skills in audit and risk management (for potential members of the Audit Committee) and in making senior appointments;
  • a broad experience of good governance in business, the public sector or not-for-profit.

Knowledge and skills

The team as a whole should encompass knowledge of the following areas:

  • financial management/investment expertise;
  • business acumen;
  • strategy;
  • change management;
  • legal;
  • human resources;
  • procurement;
  • IS and business process review;
  • marketing, PR and communications.

Meetings

The Board will meet 8 times a year. The focus of the Board’s work will be on giving the Director-General and senior management team clear strategic direction and on monitoring its delivery of agreed targets.

Other Matters

In addition to the terms of reference of the main Board, several Board committees were established post incorporation:

  • Audit and Risk Committee;
  • Nominations Committee covering nominations to the Board;
  • Remuneration Committee covering Officers and Director General Remuneration, members and staff expenses.