The ultimate holding company of the Voyage Care group is Voyage Care Holdco Limited (the Company).
Partners Group and Duke Street have the right to appoint four non-executive directors of the Company (Investor Directors).
The quorum for a meeting of the Board is three Investor Directors.
The Investor has the right to appoint one of the directors to be the Chair of the Board.
The Board of the Company comprises five non-executive directors (being the Chair and four Investor Directors) and three executive directors (being the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer).
Board meetings are held at regular intervals and in any event at least ten times in every calendar year. Prior to each meeting a comprehensive ‘board pack’ is sent to the Board containing detailed reports on quality and safety, operational and financial performance, HR matters, and business development, together with management accounts. These are reviewed at the meeting.
Committees of the Board
The Board has established a Quality, Safety and Risk Committee, an Audit Committee, a Remuneration Committee and an Investment Committee. The membership, purpose and responsibilities of each committee are summarised below.
Quality, Safety and Risk Committee
The Quality, Safety and Risk Committee comprises an independent person with sector experience who will act as Chair, a representative of Partners Group and, of Duke Street, the CEO, the Director of Quality, the HR Director, and the Company Secretary. The COO will be invited to attend meetings of the Committee.
The purpose of the Committee is to review and monitor Voyage standards of quality of care, safety, and regulatory compliance insofar as they relate to people supported by the Company. Its responsibilities include:
- holding the executive team to account in matters of quality and safety;
- considering reports of serious incidents;
- reviewing trends in quality and safety indicators;
- reviewing the Company’s care related, and health and safety, policies and procedures;
- advising the board on all matters within its remit; and
- taking a strong interest in whistleblowing.
The Audit Committee comprises the Chair of Voyage Care Holdco Limited (who will act as Chair), the CEO, the CFO, the Director of Finance, and a representative of Partners Group and, of Duke Street.
The purpose of the Committee is to review the financial statements and controls of the Voyage Care group on behalf of the Board. Its responsibilities include:
- taking advice, as necessary, to be assured that the principles and policies adopted in the financial statements comply with statutory requirements and with the best practices in accounting standards;
- consulting with the external and internal auditors and reviewing with them all major points arising from the audits;
- seeking to satisfy itself that the internal control and compliance environment is adequate and effective; and
- recommending to the Board the appointment and level of remuneration of the external auditors.
The Remuneration Committee comprises the Chair of Voyage Care Holdco Limited (who will act as Chair), the CEO, and a representative of Partners Group and, of Duke Street.
The purpose of the Committee is to provide oversight of terms and conditions of service of senior employees on behalf of the Board. Its responsibilities include:
- making determinations on all matters concerning the emoluments of the senior managers;
- amending, with the agreement of the senior manager, any of the terms of his/her service contract;
- approving, if appropriate, any ex gratia payments to senior managers including compromise agreements;
- making determinations on all matters concerning the establishment of any Employee Benefit Trust, the grant of any options pursuant to any such Trust and the allocation of any Leaver Shares and/or Additional Shares; and
- approving, if appropriate, all proposed appointments of new senior managers.
The Investment Committee comprises the CFO (who will act as Chair), the Director of Finance, the Commercial Director and a representative of Partners Group and, of Duke Street.
The purpose of the Committee is to review all significant investment proposals and according to their size and the judgement of the Committee, either to decide on whether they should be pursued or to make recommendations to the Board in that respect. Its responsibilities include:
- ensuring that the Board is informed on the status of proposals pending and approved;
- reviewing selected prior investments made to evaluate returns against those anticipated; and
- annually reviewing investment strategy and considering the best use of funds against that strategy and the returns available.