Housing Governance

Our housing governance team are experts at providing strategic advice to boards and executive teams on all areas of corporate governance, including:
- Mergers and acquisitions
- Due diligence
- New structures to deliver strategic objectives
- Group structure reviews and re-structures
- Joint ventures and strategic collaborations
- Regulatory advice including charity law compliance, breaches of the Regulatory Standards, regulatory downgrades and enforcement action
- Community benefit society law including transfers of engagements, conversions and amalgamations
- Constitutional changes and company law
- Board and Executive team training
- General governance support including policy reviews, training programmes and sense checks
- Project support
The team's responses are considered, timely and detailed so as they can be understood from a layperson perspective.

Chambers UK, 2023

We are also passionate about driving forward positive change within the sector. We pride ourselves on building close partnership with our clients to ‘walk by their side’ and proactively identify risks and opportunities, so they stay on the front foot. Examples of our work in driving change include:
- Our presence on the National Housing Federation Code of Governance 2020 advisory board
- Being a founding member of the sector’s ‘Senior Independent Director’ Network alongside Savills
- Business assurance products including our Housing Legal Update Service
- Our Fit For Purpose Structures webinar series
We are proud of the joined up approach we take to working with our clients as well as internally – we have sector specialist teams across banking and finance, property and development and HR and pensions teams who we work with closely on our corporate projects to deliver a seamless service.

Stay informed by subscribing to our Company Secretary Snapshot and via our Networking Groups

Networking Groups

Our Senior Independent Director Network offer opportunities to expand your peer group within the Housing sector, to share ideas and experiences. Events are on an invite-only basis, undertaken both in-person and virtually to develop business relationships. If you would like to participate, please contact Rose Klemperer.
Merger of Peabody & Catalyst

We advised Peabody Trust and Catalyst Housing Limited on their merger. This created one of the largest registered providers of social housing in the country. Our involvement included advice on, but not limited to:
- Inside information
- legal due diligence
- governance of the merger process, including project planning and the role and terms of reference of the joint steering groups
- consumer credit registration requirements
- HR and pensions
- reformulation of the group’s governance framework including committee terms of reference and subsidiary board constitution
- regulatory notifications
- applications to the registrar
- post-completion restructuring including the simultaneous transfer of engagements from Catalyst to Peabody and from Rosebery Housing Association to Town & Country Housing
Abri Governance Support

We have been providing governance support to Abri (and its predecessor Yarlington) for a number of years. Most recently this has involved assisting the governance team across a broad range of areas including:
- updating constitutions
- simplifying the group’s corporate structure by dissolving dormant entities
- simplifying the share structure for one of the Group’s trading subsidiaries via a reduction of share capital
- preparing agreements for services for the boards and committees
- advising on shareholder meetings and audit requirements
- reviewing Abri’s shareholder policy
- carrying out a full review of one of Abri’s management companies
This has allowed Abri to continue to get on with some of it major projects (e.g. mergers) while keeping its governance and corporate structures streamlined, efficient and up to date.

ForHousing group structure review

We undertook a comprehensive review of ForHousing group’s corporate structure and associated legal arrangements to reflect its new strategic objectives and commercial strategy. Specific areas of focus included:
- ring-fencing social housing assets from the group’s commercial activities as far as possible
- increasing the effectiveness and agility associated with the group’s funding arrangements
- reviewing the current loan structures and providing a full options appraisal for the board to determine which is the most suitable route to achieve its strategic objectives, including providing advice around the vires position relating to exercise of investment powers
- advising on pensions and employment matters.
Our recommendations were accepted by the Board in June 2021 and we have since implemented the changes, with the re-structure completing on 31 March 2022. This matter was strategically important to ForHousing to ensure that its structure is fit for purpose, reflects its values and to ensure that the commercial and social aspects of the business are ring-fenced as far as possible in line with ForHousing’s charitable and regulatory obligations. We continue to support ForHousing on its regulatory engagement and implementation of its governance improvement plan.

Governance Helpline

We run a governance helpline and offer packages of training sessions for governance teams. Most recently we ran this for a large association whose governance manager was on maternity leave to help with capacity and upskilling within the team. This included training on:
- Community benefit societies - key differences with companies
- Charity law requirements relating to the group’s activities and structure – and key risks to look out for
- Regulatory requirements and internal processes to demonstrate compliance.
We can tailor training to your requirements so please do get in touch to discuss.
All registered providers are required to meet the Governance and Financial Viability Standard requirement to comply with ‘all relevant law’, and make certifications in their annual accounts in respect of this.

We offer a variety of services to enable you to demonstrate compliance, including:
- Reviews of your internal processes
- Annual compliance reporting to your board
- A subscription-based legal update service covering key legal, regulatory and policy changes within the social housing sector
Housing Legal Update Subscription

Our approach has been created with the sector, for the sector, and moves away from a ‘tick box’ approach to a meaningful tool enabling you to:
- integrate the product into your control and risk management frameworks
- easily and quickly identify priority actions and access tools to assist with this
- empower and inform your teams to take responsibility for effecting such actions
- confidently report back to the board on key risks areas and how these are being addressed
During 2021 we undertook a pilot of the service with four of our clients in order to fine-tune our approach, including Abri.

We used to go down the route of listing every single piece of legislation or statutory instrument that would apply to Abri in our day-to-day work, and it was enormous! The tracker is a really effective, practical way of engaging the business, as it is organised according to subject areas. It also breaks it down in terms of risk and active links, so it’s a really ‘hands on’ product.

Sarah Pearson Abri,

In this video, Sarah Greenhalgh, Partner at Bevan Brittan is joined by Sarah Pearson, Head of Legal and Compliance at Abri to discuss how you move from ticking the box to demonstrating meaningful engagement, driving best practice rather than following the crowd.

For further information on how you can adopt this service please contact us.