The Sutton Schools and Academy Trusts that are shareholders in Cognus Ltd are seeking to appoint a Non-Executive Director to the Board of the company.
Cognus is a Local Authority Trading Company established by Sutton Council in 2016 to deliver the majority of the statutory and non-statutory Education services previously provided through the Council. The company is jointly owned by Sutton Council, that appoints four Non-Executive Directors, and those Sutton maintained schools and Academy Trusts that have chosen to become shareholders, who appoint two Non-Executive Directors.
Non-Executive Directors exist to bring independence, impartiality
Due to a resignation, the shareholding schools and academy trusts are seeking to appoint a Non-Executive Director to serve for the remainder of the vacated term of office until 16 March 2019.
In particular they are seeking applications from suitably experienced people from a ‘governance’ background, such as a governor or former governor rather than a teacher / educational professional; but who do not have a ‘conflict of interest’ in the company, through a role in its major suppliers or competitors, or Sutton Council.
This Non-Executive Director role is not limited to people from shareholding schools and academy trusts and applicants do not have to be proposed by a shareholder.
Interested candidates should submit a statement not exceeding 500 words that explains their suitability to fulfil this role, to: Mike Cooper at [email protected] by 12 noon Friday 20 April 2018
The B Non-Executive Directors are elected to bring independence, impartiality and current education
experience and knowledge to the Board.
The role of the B Non-Executive Director is to:
i. Promote the success of Cognus for the benefit of its shareholders.
ii. Contribute to the strategic direction of the company.
iii. Provide constructive challenge to senior management.
iv. Scrutinise management’s performance in meeting agreed goals and objectives and monitor
v. Ensure that the company complies with legislation and audit requirements
vi. Satisfy themselves on the integrity of financial information and that controls and risk management
systems are robust and defensible.
vii. Appoint, remove and determine the remuneration of the Managing Director.
viii. Ensure that the obligations to shareholders as set out in the Shareholder Agreement are met.
ix. Seek, listen to and take account of the views of ‘B’ shareholders and report back to them on a
B Non-Executive Directors:
i. Must act in the interests of the company at all times.
ii. Must conduct themselves in line with the seven Nolan Principles of Public Life.
iii. Must be aware of, declare and manage any material, perceived or potential conflict of interests.
iv. Must not ‘represent’ or act on behalf of any person or body.
v. Should not get involved in the day-to-day running of the company.
B Non-Executive Directors will also be expected to report back to B Shareholders and periodically to attend meetings with B Shareholders.