THFC is a group of specialist, not-for-profit finance companies which lend exclusively to UK Registered Providers of social housing.
bLend Funding Plc, established in 2018, is a financial aggregator who provides much-needed, competitively priced bond finance to housing associations across the UK. bLEND benefits from the flexibility of its £2bn MTN Euro Note programme, granting it the ability to bring different maturities into the market. bLEND was was assigned an A2 long-term senior secured rating with “stable” outlook from Moody’s. See bLEND website
Affordable Housing Finance, established in 2013, [AHF] is the exclusive delivery partner for the Affordable Homes Guarantee Scheme, the underwriting period of which was valid until March 2016. Its business is distinct from other THFC subsidiaries in that all loans AHF make to HAs carry a sovereign guarantee for their full life. AHF has created loans to housing associations [HAs], by securing and issuing bonds while simultaneously borrowing from the European Investment Bank. The business offers low-interest rate repayments and long-term investment until the completion of each individual loan. AHF’s portfolio totals £3.2bn, comprising loans to 67 housing association borrower groups. See AHF website
UK Rents is a subsidiary company established in 1994 solely for purpose of issuing bonds with a rating of Aa1 (Moody’s Investor Services) achieved through a rental securitisation, and using the funds raised to purchase rent receivables from housing associations. See Managed companies information
T.H.F.C. Capital is a subsidiary company established in 2001 to act as a conduit for funds raised for the transfer of housing stock from Sunderland City Council to Gentoo Group (formerly Sunderland Housing Group). The loans to Gentoo are structured on a non-recourse (to THFC Capital) basis and the property security is held by a security trustee for the benefit of the bank lenders and bond investors.
Funding No. 1 is a non-consolidated company. All funds raised are on-lent to THFC at the cost for on-lending to housing associations. The entire issued share capital of its holding company, T.H.F.C. Funding (Holdings) Limited, is held by THFCS under a declaration of trust. It was incorporated in November 2004 to act as the issuing company for secured bonds currently carrying an A rating from Standard & Poor’s rating agency. Funding No. 1’s rating is achieved partly through the addition of a bespoke liquidity facility provided by Royal Bank of Scotland Plc (RBS). Funding No. 1’s rating is therefore linked to the short-term rating of the liquidity provider (currently Royal Bank of Scotland Plc). In January 2014 the rating of RBS was downgraded and, under the terms of the liquidity facility agreement between Funding No.1 and RBS, Funding No.1 has made a standby drawing of the entire liquidity facility commitment. The standby drawing is repayable on the earlier of the provider being upgraded to the requisite rating or the legal maturity date of the secured bonds. See Managed companies information
Funding No. 2 is also a non-consolidated company. All funds raised are on-lent to THFC at the cost for on-lending to housing associations. The entire issued share capital of its holding company, T.H.F.C. Funding (Holdings) Limited, is held by THFCS under a declaration of trust. It was incorporated in June 2009 to act as the issuing company for secured bonds currently carrying an A rating from Standard & Poor’s rating agency. See Managed companies information
Funding No. 3 is also a non-consolidated company. All funds raised are on-lent to THFC at the cost for on-lending to housing associations. The entire issued share capital of its holding company, T.H.F.C. Funding (Holdings No.3) Limited, is held by THFCS under a declaration of trust. It was incorporated in September 2011 to act as the issuing company for secured bonds currently carrying an A rating from Standard & Poor’s rating agency. Like all other lenders to THFC, Funding No. 1, Funding No. 2 and Funding No. 3 have a pari passu floating charge over THFC’s assets. See Managed companies information
Since 1999 THFCS has provided loans administration and company secretariat services to Haven Funding Plc and Haven Funding (32) Plc. As at 31 March 2016 these companies had loans outstanding of £323.9m (nominal) made to 16 housing associations funded by bond issues arranged by a third party investment bank. See Managed companies information
Since 2001 THFCS has provided loans administration and company secretariat services to Sunderland (SHG) Finance Plc which as at 31 March 2016 had £212.8m (nominal) in loans to Gentoo Group (formerly Sunderland Housing Group) on-lent via T.H.F.C. (Capital) Plc. See Managed companies information
In August 2003 THFCS was appointed as loans administrator and company secretary to Harbour Funding Plc, a special purpose vehicle that issued bonds into the UK market and lent the proceeds to four large-scale voluntary transfer housing associations.
At 31 March 2016 Harbour Funding Plc had loans outstanding of £206.3m (nominal). See Managed companies information
The Board of Directors of THFC comprises:
The Board of THFC also comprises the Boards of its subsidiaries except for AHF which has an additional nominated Director.
All Board service contracts are available for inspection at the registered office.
All directors are non-executive with the exception of Piers Williamson, the Chief Executive, Fenella Edge, the Group Treasurer, and Colin Burke, Financial Director.
Will Perry is nominated by the Regulator of Social Housing and Gill Payne is nominated by the National Housing Federation.
Shirley Smith is the Senior Independent Director.
With the exceptions mentioned above the Board has determined that all remaining non-executive directors are independent and free from any material relationship that could interfere with their ability to discharge their duties.
All non-executive directors are limited to nine years’ service on the Board. Independent directors are normally elected for terms of three years and may offer themselves for re-election at the conclusion of the first and second terms.
The Chair may serve for a maximum term of six years and is subject to re-election annually at the Annual General Meeting. The Board will select each chairman in accordance with the rules of THFC.
The Board sets the strategic objectives of the Group, determines investment policies, and agrees performance criteria and delegates to management the detailed planning and implementation of those objectives and policies in accordance with appropriate risk parameters. The Board monitors compliance with policies and achievement against objectives by holding management accountable for its activities through quarterly performance reporting and budget updates.
The Board holds six scheduled meetings each year which cover both standard and adhoc business. Standard business is tracked via a Board diary and determines the standard section of the agenda and details the key items of business that are considered by the Board. A rolling agenda is maintained to record emerging issues that will require Board consideration at future scheduled meetings. Two of the six scheduled meetings focus specifically on strategic issues. Adhoc meetings are convened as when required where Board approval is required outside of the scheduled meetings.
Certain matters are dealt with exclusively by the Board. These include approval of financial statements, strategy, major capital projects, changes to the Group’s management and control structure and approval of all borrowing loan agreements and the standard form of all lending loan agreements.
All key decisions are taken by the Board or its committees. Where necessary the Board or committee will delegate certain decisions to management within clearly defined parameters which are minuted.
The roles of Chair and Chief Executive are not fulfilled by the same individual. The Board reviews and approves the Chief Executive’s operational authorities on an annual basis. This document also determines which items are reserved for Chair’s or non-executive approval. All other decisions require Board approval.
All Directors may call upon independent professional advice at the expense of THFC.
The Credit Committee is a committee of the Board. It comprises a minimum of four independent non-executive Directors appointed by the Board of THFC, together with the Chief Executive, Group Treasurer and the Credit and Risk Director. Scott Bottles is the current, appointed Chair of the Committee.
The Credit Committee is primarily responsible for the assessment of individual credit propositions and reports periodically to the Board to administer a risk management process and evaluate individual credits.
Members comprise Scott Bottles (Chairman), Guy Thomas, George Blunden, Gill Payne, Peter Impey, Shirley Smith and Anthony King as non-executive Directors and Piers Williamson, Fenella Edge and David Stokes (Chief Executive, Group Treasurer and Credit and Risk Director, respectively, of THFC).
The Audit Committee reviews internal controls, financial reporting, annual financial statements, the performance and recommendations of external and internal auditors, the independence of the external auditors, the level of any non-audit services provided by them and compliance with laws and regulations. It considers financial and operational risks as a precursor to these matters being reviewed by the full Board at its scheduled meetings.
Members comprise Guy Thomas (Chairman), Will Perry, Anthony King and David Montague. The Group Chair attends by invitation. The Chief Executive and other senior members of staff attend when required.
The Board governs through clearly mandated Board committees.
Each Board committee has specific written terms of reference which are approved annually by the Board and committee. Committee chairs report orally on the proceedings of their committees at the next following Board meeting and the minutes of all committee meetings are included in papers distributed to Board members in advance of the next Board meeting.
The Board and committees meet at regular intervals to cover all on-going business and ad hoc meetings are convened as necessary.
The Remuneration Committee is a non-executive committee of the Board with Gill Payne as Chair. The Remuneration Committee agrees policies on Group staff remuneration, terms and conditions including annual pay and bonus awards and any external benchmarking exercise of pay and benefits. It agrees the remuneration of the Chief Executive and executive Directors and makes recommendations to the board on the level of non-executive Directors’ fees. It also oversees the annual appraisals of the executive Directors. Members comprise Gill Payne (Chair), George Blunden, David Montague, and Shirley Smith. The Chief Executive and other senior members of staff attend when required.
The Nominations Committee meets as required to consider potential nominees to the Board, both executive and non-exeutive independent Directors. When required by the Board the Nominations Committee evaluates the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment. The members of the Nominations Committee are Will Perry (Chair), Gill Payne, Peter Impey and Shirley Smith.
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