Our Structure & Governance

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 £3bn MTN Euro Note programme, granting it the ability to bring different maturities into the market. bLEND was assigned an A2 long-term senior secured rating with “stable” outlook from Moody’s. See bLEND website

AHF, a subsidiary of THFC, was incorporated in 2013. On 19 June 2013 AHF was awarded the licence to provide guaranteed funding under the Government’s Affordable Housing Guarantee Scheme. As at 31 March 2023 AHF had issued guaranteed secured bonds amounting to £1,744.1m. Guaranteed bank loans drawn at 31 March 2023 amounted to £1,500.0m. Under the Guarantee both the obligations of the borrowers to AHF (under their respective loan agreements) are guaranteed as well as AHF’s obligations to its investors/lender. Borrowers from AHF are required to maintain asset cover of at least 105% and income cover of at least 100%. All borrowers had to meet certain eligibility criteria in order to borrow from AHF. See AHF website

UK Rents is a subsidiary company established in 1994 solely for the purpose of issuing bonds with a current long-term rating of A3(SF) (Moody’s Investor Services, “Moody’s”) 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.

THFC Sustainable Finance Plc (“TSF”) was incorporated in September 2021 and in March 2023 established a £2Bn Medium Term Note (“MTN”) Programme for the purposes of issuing notes to fund loans to housing associations under varying maturities and interest rates. TSF is also able to borrow via bank loans or private placements separately from the MTN programme. TSF has an issuer rating of “A” from S&P as part of S&P’s rating of the THFC Group. TSF will follow the Group Financing Principles set out above and will be an issuing company. Borrowers from TSF will be required to maintain a minimum asset cover of between 110% and 120% and will be required to allocate a proportion of the funding to “green” projects.

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

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

The Board of Directors of THFC comprises:

• George Blunden (Chair of the Board)
• Piers Williamson (Chief Executive)
• Scott Bottles (Chair of Credit Committee)
• Julie Coetzee (Executive Director)
• Arun Poobalasingam (Executive Director)
• David Stokes (Executive Director)
• Fiona MacGregor (RSH Nominee Director)
• Gail Teasdale (NHF Nominee Director)
• Anthony King (Chair of Remuneration and Nominations Committee)
• David Montague
• Shirley Smith (Senior Independent Director)
• Guy Thomas (Chair of Audit and Risk Committee)

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.

More information on the roles and responsibilities of Board members can be found here.

All directors are non-executive with the exception of the Chief Executive, Finance and Marketing Director, Credit and Risk Director and Finance Director.

The Board has determined that all non-executive directors are independent and free from any material relationship that could interfere with their ability to discharge their duties.

Whilst Fiona MacGregor and Gail Teasdale are nominated by the RSH and NHF respectively, the Board still considers them to be independent under Code provision 10. Neither the RSH or NHF constitute ‘significant shareholders’ (nominally holding 1 share each, or 10% of the total issued share capital and voting rights), nor does either organisation have a material business relationship with the Group.

Directors declare their interests at the start of every meeting and in relation to any specific business of the meeting. Any conflicts that arise are managed or approved, as appropriate, by the Board. A full record of these are kept in Board and Committee minutes.

All non-executive directors are limited to nine years’ service on the Board. Independent directors are elected initially for two terms of three years, followed by three terms of one year. They may offer themselves for re-election at the conclusion of each of these 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 chairperson 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 6 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.

Reserved responsibilities of the Board are set out in a Schedule of Reserved Matters, which is available here.

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 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 (Chair), Guy Thomas, George Blunden, Shirley Smith, Anthony King and David Montague as non-executive Directors and Piers Williamson, and David Stokes (Chief Executive, Group Treasurer and Credit and Risk Director, respectively, of THFC).

The roles and responsibilities of the Credit Committee are set out in its terms of reference, which are available here (THFC) and here (AHF). A limited portion of these documents has been redacted due to commercial sensitivity.

The Audit and Risk 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 (Chair), Anthony King and David Montague. The Group Chair attends by invitation. The Chief Executive and other senior members of staff attend when required.

The roles and responsibilities of the Audit and Risk Committee are set out in its terms of reference, which are available here (THFC) and here (AHF).

The Remuneration and Nominations Committee is a non-executive committee of the Board with Anthony King 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 Anthony King (Chair), George Blunden, David Montague and Shirley Smith. The Chief Executive and other senior members of staff attend when required.

The roles and responsibilities of the Remuneration and Nominations Committee are set out in its terms of reference, which are available here.

The Nominations Committee meets as required to consider potential nominees to the Board, both executive and non-executive 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 roles and responsibilities of the Nominations Committee are set out in its terms of reference, which are available here.

Our diversity and inclusion ambition is to support an inclusive environment where everyone can contribute to our success. Our Board seeks to ensure that its composition reflects a wide range of different skills, experience and perspectives. The importance of having a diverse workforce is also recognised because we aspire to reflect the composition of our stakeholders and the wider community. A review of talent takes place annually to assess the composition of the Board and its Committees and this includes considering succession planning, the balance of skills, experience, independence and knowledge of the board with the aim of increasing diversity wherever possible.

THFC’s operates a Modern Slavery Policy pursuant to section 54 of the Modern Slavery Act 2015. Current and past versions of the policy can be viewed here.

THFC has a formalised Diversity and Inclusion Policy and is currently in the process of developing a Diversity and Inclusion Strategy.