Leadership and Governance
A Community Interest Company (CIC) is a limited company, with special additional features, created for those who want to conduct a business or other activity for community benefit and social good, and not purely for private advantage.
As with any other company, the directors of Manna Community CIC occupy an important position of trust and general company law imposes on them a range of duties to the company and other responsibilities. The directors are also responsible for ensuring that the company meets its statutory and other obligations. The current Directors and Advisors of Manna Community CIC are as follows:
Manna Community CIC Leadership Team (Board of Directors)
Manna Community CIC Non-Executive Directors (Board of Advisors)
The Right Reverend Peter Burrows
Bishop of Doncaster
Diocese of Sheffield
So Him Fong
King Asia Foods
Kingdom Voice Ltd
Former Chief Executive Officer
Dr Chris Williams
Professor of Psychosocial Psychiatry (Mental Health & Wellbeing)
University of Glasgow
The Board of Advisors are independent and contribute to the development of vision and strategy.
Formed on 1st May 2014, Manna Community CIC is all about supporting people on life’s journey. Our vision is to create opportunities in and around the Doncaster area, that can act as a context for meeting the broad range of physical, intellectual, emotional, social, and spiritual needs within local communities.
Manna Community CIC has also adopted the Minster Quarter of Central Doncaster as a strategic project, to explore how we can best support and develop community transformation across our city. We have established a clear structure for both our governance and the involvement of our stakeholders.
Manna Community CIC Articles of Association contain detailed governance requirements, however, compliance with the regulatory codes, (suitably adapted to Manna Community CIC particular circumstances) is also seen as good practice; For example, the appointment of independent non-executive directors, a professional services & support team, internal and external review committees and the clarity of roles such as Chief Executive and Managing Director, all contribute to the transparency of Manna Community CIC and improved stakeholder confidence.
As with any other company, the directors of Manna Community CIC occupy an important position of trust and general company law imposes on them a range of duties to the company and other responsibilities. The directors are also responsible for ensuring that the company meets its statutory and other obligations.
In addition to these general responsibilities Manna Community CIC directors are also responsible for ensuring that the company is run in such a way that it will continue to satisfy the community interest test. In practice, this will mean having regard to the interests of members of the local community within the Minster Quarter of Central Doncaster and Central Doncaster, and in some cases giving more weight to those interests than to generating financial returns.
In most companies the day to day management of the company is in the hands of the board of directors although certain functions may be delegated to specific directors, such as the Chief Executive, Managing Director and other delegated roles. It is essential to good governance that the directors clearly establish the lines of delegation. The authority and responsibility of those given delegated power need to be established and systems of control, including where appropriate internal audit, must be set up.
It must be remembered that the term director includes anyone who performs the role of a director whether formally appointed or not. A person who directs the policy and makes major decisions with regard to Manna Community CIC may therefore be regarded as a de facto director or a person upon whose instructions the appointed directors act (excluding those giving professional advice as part of the professional services & support team) may be regarded as a shadow director. It is therefore particularly important with Community Interest Companies, where stakeholders are encouraged to participate in running the organisation, to clearly establish respective roles and responsibilities.
Because Manna Community CIC is an actively trading business that needs good directors to be successful, we will usually need to remunerate directors in order to ensure that we achieve our full potential to benefit the community.
Manna Community CIC exercises the following remuneration policies:
- Directors’ may be paid for their services
- Directors’ remuneration will be set by both an internal and external review committee
- Directors’ remuneration will never be more than is reasonable
- Directors’ remuneration arrangements will always be transparent
There are a range of key considerations which Manna Community CIC will bear in mind when setting directors’ remuneration, and these are:
- Advice from internal and external review committees
- Particular responsibilities, skills and expertise of individual directors
- Nature, size and performance of the business
- Financial position of the company
- Published guidance on good corporate governance
As a general principle, the remuneration of Manna Community CIC directors should be no more than is reasonable having regard to the contribution which they make to the success of the company and the benefits Manna Community CIC provides for the community.
Community Interest Test and Asset Lock
Two aspects of the legal framework which applies specifically to Manna Community CIC, are of particular importance in relation to directors’ remuneration: these are the community interest test and the asset lock.
The community interest test requires Manna Community CIC to conduct its affairs in such a way that a reasonable person might consider that our activities are being carried on for the benefit of the community (The legislation also provides that a CIC, which carries on activities that a reasonable person might consider only benefit its own employees, will not satisfy the community interest test) .
These rules apply as much to the remuneration of directors as to any other area of a CIC’s business. For example, a CIC does not satisfy the community interest test if it is ostensibly established to benefit the community by devoting the profits from its trading activities to charitable or other community causes, but in fact consistently sets its directors’ remuneration at a level which means that the company is left making little or no profit for distribution to these good causes.
The asset lock is the mechanism that ensures that a CIC’s assets are used for the benefit of the community. It is embodied in the requirement that every CIC must include in its Articles of Association a prohibition on transferring any of its assets other than for full consideration (subject to certain limited exceptions, such as gifts to charities or the payment of dividends subject to the dividend capping rules).
In the context of directors’ remuneration, consideration means the value which the company (and through it, the community) gets from having a particular individual as a director in return for transferring some of its assets to that individual by way of remuneration. Put simply, if a CIC pays its directors more than they are really worth to it and the community that it serves, it may well be breaching the asset lock. Such a breach may give rise to legal action.
The overall contribution which a director makes to the success of the Manna Community CIC business and the attainment of its community benefit objectives, is a key consideration when determining whether that director’s remuneration is consistent with the Asset Lock.
Manna Community CIC will always be transparent about directors’ remuneration. No effective control can be exercised over the remuneration of directors unless directors’ remuneration arrangements are transparent. Manna Community CIC is obliged to disclose certain details about their directors’ remuneration as part of its annual CIC Report. In addition, Manna Community CIC will keep copies of directors’ service contracts, or memoranda of their terms, available at an appropriate place for inspection by our stakeholders.
Because Manna Community CIC exists to provide benefit to members of the local community within the Minster Quarter of Central Doncaster, its Directors have also taken the decision to facilitate Freedom of Information requests.
Good Governance Code
The Board of Manna Community CIC have adopted the Good Governance Code. This Code was first published in 2005, in response to demand from the voluntary and community sector. It was written by representatives of the sector, with support from the Charity Commission, and was championed and promoted by the Governance Hub.
The 6 key principles of the Good Governance Code are:
- Principle 1: Understanding the Board’s Role
- Principle 2: Doing what the organisation was set up to do
- Principle 3: Working Effectively
- Principle 4: Control
- Principle 5: Behaving with Integrity
- Principle 6: Openness and Accountability
The Code sets out the six Code principles, with an explanation of why each principle is important, key legal requirements that an organisation must meet, and examples of how to put the principle into practice.
Regulation of Community Interest Companies
The Office of the Regulator of Community Interest Companies decides whether an organisation is eligible to trade as a Community Interest Company (CIC). It is responsible for investigating complaints – taking action if necessary – and it provides guidance and assistance to help in the management of CICs.