The Accountability report sets out how the Agency meets the key accountability requirements to Parliament.

It is broken down into 3 areas:

• Corporate governance report, which provides an overview of our leadership, governance structures, and risk management approach.
• Remuneration and staff report, which details remuneration and staff expenses and policies.
• Parliamentary accountability and audit report, which contains details of losses, special payments, fees and charges in the year, and the audit certificate.

3.1 Corporate Governance report

This section provides an overview of the Agency’s leadership and governance structures and how they support achievement of the Agency’s objectives.

It also details our approach to risk management, financial crime and whistleblowing, and sets out our internal audit opinion.

Good governance is at the core of everything we do

This financial year has seen a continued focus on good governance as we continue our emphasis on maintaining excellent governance standards.

Most significantly, the Government’s Public Bodies Review was completed by Tony Poulter OBE as lead reviewer and was published on 8 April 2024: Homes England Public Bodies Review 2023. Mr Poulter remarked in his foreword that “Homes England is the right vehicle for delivering housing supply, regeneration and placemaking…” The review supported the recommendations of previous reviews, undertaken in 2021.

The Agency has also carried out an internal review of governance which has given positive assurance about the general state of our governance and decision making, and has made recommendations for even greater improvement. All recommendations have been accepted, and 2024 and 2025 will see a number of initiatives designed to deliver our ambitions for continuous improvement.

Board members’ report

Homes England is led by a Board appointed by the Secretary of State in accordance with the Housing and Regeneration Act 2008.

The Board are responsible for the appointment of the Chief Executive Officer (with the approval of the Secretary of State) and the Staff (the Executive). The Executive is led by the Executive Leadership Team.

The Board is supported by 6 Committees. Details of our Board, Committees and the Executive Leadership Team are detailed here.

Board and Committees

The role of our Board is to provide strategic leadership and to promote the long-term, sustainable success of Homes England. Our Board has responsibility for exercising Homes England’s statutory functions.

In addition to our Non-Executive Board members, the Secretary of State has appointed the Agency’s Chief Executive and Accounting Officer (Peter Denton) and a Shareholder Representative (Melanie Montanari and Emma Fraser, a job-share appointment) to the Board. The Agency works closely with our sponsor department, the Ministry of Housing, Communities and Local Government (MHCLG) to ensure the delivery of our strategic objectives on behalf of the Government.

The structure of our Board and Committees is set out here. Further detail on each of our Committees can be found later in this section.

Board and Committees at 31 March 2024

• Board

• Audit, Assurance and Enterprise Risk
• Change
• Cross Cutting
• Home Ownership
• Investment
• Nominations and Remuneration

Meet the board

Each Board member in office during the financial year is listed below. During the year, there was 1 membership change; Vanessa Murden left the Board in June 2023. In May 2024 the Secretary of State appointed 5 new Board members to replace current and planned upcoming vacancies. Abi Brown OBE, David Cutter, Ros Kerslake CBE, Sir Oliver Letwin and Peter Vernon joined the Board in May 2024, further expanding the available experience and expertise leading the Agency.

Peter Freeman CBE

Board member, Chair

After qualifying as a lawyer, Peter formed the Argent Group of property companies with his brother in 1981. Argent is particularly known for major mixed-use projects like Brindley Place in Birmingham, and King’s Cross and Brent Cross Town in London.

Peter has also been a non-executive director of several other property companies and a trustee of a number of charities connected with education, combating intolerance, and public performance art.

He was shortlisted for the Wolfson Economic Prize on delivering garden cities in 2014 and was, until October 2020, Chair of Mayfield Market Towns Ltd. Peter was the principal author of the 2020 Housing Sprint Report. In July 2023 Peter was also appointed Chair of the Cambridge Delivery Group, tasked by government to support a major growth programme for Cambridge.

Peter Denton

Board member, Chief Executive Officer

Peter joined Homes England in August 2021.

Prior to this, he was Chief Executive Officer of housing association The Hyde Group.

He has worked in a broad range of strategic leadership roles, amassing 30 years of global real estate experience. Before joining the housing sector, Peter spent his earlier career in investment banking and then moved to property investment management firm Starwood Capital.

During his investment career, Peter deployed over €25 billion of real estate capital and had significant exposure to investors and fundraising, working as a ‘bridge’ between the public, private and third sectors.

In addition, Peter has held senior EMEA real estate investment banking roles at BNP Paribas, Barclays, Deutsche Bank, Eurohypo and WestImmo. He is a non-executive Real Estate Investment Committee member at global investment company Eurazeo, a Council member and Chair of the Finance Committee at Marlborough College and a Global Trustee of the Urban Land Institute.

Lord Austin of Dudley

Board member

Lord Ian Austin has spent a large part of his career working to meet housing needs by tackling homelessness, improving the provision of housing and addressing problems of affordability.

Ian spent a significant period of his career serving his local area of Dudley where he served on Dudley Council before becoming the MP for Dudley North in 2005. During this time, he served as the Minister for Housing and Planning and Minister for the West Midlands and in 2020, he was appointed to the House of Lords as Lord Austin of Dudley. Lord Austin also serves as a member of the Corporation of Dudley College.

Stephen Bell

Board member, Chair of Audit, Assurance and Enterprise Risk Committee

Stephen has substantial experience in real estate, financial services, and restructuring. He has been involved in property finance, consumer and commercial lending, and specialist banking. He has held numerous C-Suite and Board roles for a broad range of institutions going through periods of transformation and growth. Stephen is a Certified Director and a Fellow of the Institute of Directors.

Stephen is the Whistleblowing Champion on our Board.

Emma Fraser

Board member, Shareholder representative (appointed on a job share basis in October 2022)

Emma Fraser is a civil servant with extensive experience of working across a range of housing policy issues, currently co-director for Housing Markets and Strategy in a job share with Melanie Montanari. Prior to her current role, she was a finance director leading the Spending Review 2019 and business planning for the Home Office, and previously headed the transport spending team in HM Treasury. She has also worked on health and social care policy at the Department for Health and Social Care and on energy efficiency financing and policy for the Department for Energy and Climate Change. Alongside her work at MHCLG, Emma sits on the board of Centrepoint as a non-executive director.

Mark Henderson

Board member, Chair of Change Committee (from June 2023)

Mark is Chief Executive of Home Group, with 55,000 homes under management across Scotland and England and one of the largest providers of supported housing, working with 26,000 vulnerable people in nearly 500 services.

Home Group is also one of the largest developers of housing in the UK with a turnover of some £430 million per annum. It was voted the UK’s Best Landlord and Best Housing Association in 2014, 2016 and 2021.

Mark is currently a non-executive Director and trustee of Whiteley Village Trust. He previously ran his own business before joining Home Group. Before that, he worked with the Regional Development Agency as Operations Director and a variety of regeneration and economic development jobs across the country in local government, most recently as Chief Executive of one of the largest County Councils in the country. He was also a former Board Member for the National Housing Federation and former Chair of Homes for the North.

Melanie Montanari

Board member, Shareholder representative (appointed on a job share basis in October 2022)

Melanie Montanari is currently co-director for Housing Markets and Strategy, in a job share with Emma Fraser. Prior to her current role, she was responsible for Homelessness and Rough Sleeping policy at MHCLG. Before joining MHCLG, Melanie spent 15 years at HM Treasury in a range of public spending and public policy roles, including as Head of Personal Tax leading major reforms to IR35, the landlord tax system and the ‘non-dom’ regime, responsibility for general expenditure policy leading on Spending Review preparations, and on welfare and labour market policy including introducing the national living wage and leading for the Chancellor on major reforms to the benefit system.

Melanie also worked as Speechwriter and Private Secretary to the Chancellor of the Exchequer, George Osborne. Alongside her work at MHCLG, Melanie sits on the board of the Youth Futures Foundation.

Sadie Morgan OBE

Board member, Chair of Cross Cutting Committee

Sadie is a co-founding director of dRMM. Championing design for over 2 decades, she holds government advisory roles including as a Commissioner for the National Infrastructure Commission. Sadie is a senior advisor for the NLA and Chair of their New London Sounding Board. She has held professorships at the University of Westminster and Cambridge University and co-founded the Quality of Life Foundation – an independent body prioritising wellbeing in the built environment.

Sadie is the Sustainability and Design Champion on our Board.

Vanessa Murden

Board member until June 2023

Vanessa has extensive senior executive expertise within the financial service industry, including Travelex, American Express, Lloyds Banking Group and most recently as Group Chief Operating Officer for M&G.

Vanessa Murden resigned from the Board with effect from 30 June 2023.

Lesley-Ann Nash

Board member, Chair of Nominations and Remuneration Committee (from June 2023)

Lesley-Ann spent 2 decades in investment banking, building and leading structured interbank businesses. She was a Managing Director of Morgan Stanley but left to offer her financial skills to government. She spent 7 years in the Cabinet Office leading a range of commercial programmes which positively impacted both public and private sectors as well as citizens nationally.

On leaving government, Lesley-Ann has embarked on a non-executive director career. She has been appointed to the boards of St James’s Place plc (FTSE 100) and Workspace Group plc (FTSE 250). She also sits on the board of the business campaigning group, Business LDN.

Lesley-Ann is a fellow of the Chartered Institute of Management Accountants and holds an MBA from CASS Business School.

Lesley-Ann is the Equality and Diversity Champion on our Board and is also non-executive Board Champion for compliance by Board members with the Gifts and Hospitality provisions of our Code of Conduct.

Mark Rennison

Board member, Senior Independent Director, Chair of Investment Committee, Chair of Home Ownership Committee

Mark is the former Finance Director for Nationwide Building Society. He also chaired the subsidiary company at Nationwide which managed the Oakfield project to build a new housing community in Swindon. Prior to joining Nationwide he worked for PwC for 25 years including spending time as an audit partner in their banking practice in London.

Pat Ritchie CBE

Board member

Pat is an experienced senior leader in economic development, housing, and property.

Pat was appointed as Chair of the Government Property Agency in January 2020. She is a member of the Advisory Board of the National Leadership Centre and a member of Newcastle University Council.

She was Chief Executive of Newcastle City Council for over 8 years, where she notably secured the multi-million-pound investment deal to bring Legal & General to Newcastle’s flagship ‘Helix’ development and led on negotiations to secure a devolution deal for the North of Tyne Mayoral Combined Authority where she was the first head of paid service. Pat led the city’s response to the pandemic and oversaw the Newcastle COVID-19 Recovery Plan including an ambitious £50m plan to transform the city centre.

She is a former Chief Executive of the Homes and Communities Agency (Homes England) and former Deputy Chief Executive of the One North East Regional Development Agency.

Pat was awarded her CBE in January 2021 for services to local government and public service reform.

Duncan Sutherland

Board member

A practitioner with over 35 years’ experience in property, housing, investment, regeneration and development with particular emphasis on public and private delivery partnerships involving government, local government, local communities and private investment.

He was involved in setting up and operating a £1 billion PRS fund investing in the UK and the UK’s first successful PRS housing REIT.

Duncan has worked closely with the Government promoting innovative and long term investment approaches to achieving sustainable regeneration. He served as a non-executive Director of the British Waterways Board and Scottish Canals and has recently completed a 6-year term on the board of HS2 Ltd, the new high-speed railway to be built between London and the North. He also served on the Capital Investment Advisory Board in the Government’s Department for International Trade (DIT). Duncan also chairs Southbank Sinfonia at St John’s Smith Square.

Our Board’s responsibilities

Our Board is specifically responsible for:

• overall governance, including preservation of the reputation of the Agency
• our relationships with MHCLG and other key stakeholders
• recommending to MHCLG the Agency’s overall strategic direction, within the policy and resources framework agreed and set out in the Framework Document
• approving the Agency’s draft Corporate Plans, including output targets, for submission to Ministers for approval
• agreeing the Agency’s Annual Budget and the Agency’s Business Plan, for submission to MHCLG
• agreeing the Annual Report and Accounts for submission to Parliament
• approving overall governance arrangements including setting the Agency’s values and standards to ensure that the Agency’s affairs are conducted with probity, and that high standards of corporate governance are observed at all times
• ensuring that the necessary financial and human resources, including key appointments, are in place to enable the Agency to safeguard its assets and meet its objectives
• approving overall arrangements for the delivery of Homes England’s strategic objectives
• receiving reports from Board Committees and Advisory Groups and considering any key issues that they raise
• approving any Compulsory Purchase Orders recommended by the Investment Committee
• ensuring that the Agency’s health and safety processes are effective and fulfil Homes England’s obligations under health and safety legislation
• challenging and reviewing monthly performance information in regard to the corporate targets
• approving Homes England’s Risk Appetite Statement and Risk Management Framework, assessing the periodic risk evaluations, and overseeing mitigation strategies on the recommendation of the Audit, Assurance and Enterprise Risk Committee
• considering property, litigation, legal and other corporate issues
• ensuring that there are appropriate legal, financial and administrative arrangements covering the provision of the Agency’s pension schemes

How the Board spent its time

The role of the Board is to provide strategic leadership for Homes England and to promote the long term, sustainable success of the Agency, as well as the desired culture.

The Board oversees the performance of the full range of the Agency’s activities, and determines the critical activities the Agency can progress, to make progress towards achieving its strategic goals.

In 2023 and 2024, the Board agreed a strategic plan for 2023 to 2028, and has considered the Agency’s Annual Business Plans, which aim to put those goals into practice. The Board has also been developing the Agency’s approach to placemaking, and has agreed a Living Sustainably statement of intent, setting out how Homes England can help meet the national Net Zero strategy.

In its oversight capacity, the Board receives and reviews monthly performance information, scored against corporate targets and relating to the management and performance of the Agency. This data is published on a bi-annual basis in accordance with the ONS Code of Practice for Official Statistics.

The Board and the Audit, Assurance and Enterprise Risk Committee also receive, monitor and assess emerging risks from the Agency – both internally and externally – and take a view regarding the Agency’s risk appetite.

In support of its work, the Board conducts 4 site visits per year to areas where Homes England is working with key strategic partners to make a difference. In 2023 and 2024, the Board visited Birmingham, Blackpool, Sheffield and Sunderland.

Committees as at 31 March 2024

• Board

• Audit, Assurance and Enterprise Risk
• Change
• Cross Cutting
• Home Ownership
• Investment
• Nominations and Remuneration

Audit, Assurance, and Enterprise Risk Committee (AAERC)

This Committee supports the Accounting Officer and Board in their responsibilities for risk control, governance, audit, financial stewardship and financial and statutory reporting. It reviews the comprehensiveness of assurance and reporting processes, consistent with the Accounting Officer’s assurance needs.

A significant part of the Committee’s work this year has been oversight of the continuing Control Environment Improvement Programme, which address the issues identified in the Audit Opinion. The 4 themes identified for 2023 and 2024 were accountability and responsibility, policies, processes and systems, people and culture, and delivering objectives.

AAERC has also been overseeing the continuing activity carried out by the Agency to move forward the application of the ‘Three Lines of Defence’ model, referred to within the Governance Statement later in this report, revise the Risk Management Framework, and measures to monitor and mitigate the Agency’s risk position over the year.

The members of Audit, Assurance and Enterprise Risk Committee as of 31 March 2024 were Stephen Bell (Chair), Mark Rennison, Mark Henderson, and Lesley-Ann Nash.

Change Committee

The Change Committee support the Board’s function by providing review and scrutiny of Executive assurances in respect of the Change Portfolio and culture initiatives.

In 2023 and 2024 this has included the strategic overview of the implementation of the Agency’s Change portfolio, including the Evolve programme, of principally digitally-led system enhancements, and the Organisational Blueprint, which is a programme reviewing the shape and structures of the Agency to enable it to meet its new mission and objectives.

The members of Change Committee as at 31 March 2024 were Mark Henderson (Chair), Emma Fraser and Melanie Montanari (Shareholder Representative), Mark Rennison, Pat Ritchie, and Duncan Sutherland.

Cross Cutting Committee

The Cross Cutting Committee supports the Board in fulfilling its responsibility for a greater focus on the cross cutting objectives detailed in its Strategic Plan: Safe, Sustainable, Well-designed and built homes including modular construction, design and sustainability.

Notable business this year included:

• internal publication of the Sustainability statement of intent
• development of a Sustainability and Design passport
• input into the Agency’s net zero route map and KPIs
• oversight of the Sustainability and Design Implementation programme

The members of Cross Cutting Committee as at 31 March 2024 were Sadie Morgan (Chair), Mark Henderson and Lord Ian Austin. Peter Freeman (Board Chair), attended as an observer.

Home Ownership Committee

The Home Ownership Committee supports the Board in fulfilling its responsibility for reviewing the delivery and operational performance assurance from the Executive of the various home ownership programmes, funds and housing cladding remediation programmes.

During 2023 and 2024 the Committee has continued to oversee the management of Help to Buy, Help to Build and other legacy affordable housing programmes such as First Homes. The major events this year were the transfer of the Mortgage Administrator function to a new provider, and the final closure of the Help to Buy scheme for new applications. The Committee also provided oversight of the Agency’s administration of the Building Safety Fund, conducted on behalf of MHCLG, as well as operation of the Cladding Safety Scheme.

The members of the Home Ownership Committee as at 31 March 2024 are Mark Rennison (Chair), Mark Henderson, Ian Austin and Emma Fraser and Melanie Montanari (Shareholder Representative).

Investment Committee (IC)

The Investment Committee considers new development and investment proposals, and reviews business cases in support of new development projects, equity investment, or programmes for inclusion within the Agency’s remit. It also monitors portfolio performance and progress on major schemes and approves certain aspects of the Agency’s procurement arrangements.

In 2023 and 2024 the Investment Committee recommended or approved 13 new business cases, delivering 63,323 homes. This year’s highlights included setting up a new vehicle with private sector partners to unlock new garden settlements, Barking Riverside (funding to accelerate infrastructure, delivering 16,500 homes), and Canary Wharf North Quay (an infrastructure loan to accelerate the delivery of the mixed-use North Quay scheme by 5 years).

The Committee’s portfolio monitoring activities included reviewing the performance of Homes England’s investment portfolio. It also gave specialist advice and, or, portfolio reviews of key areas of investment activity, including investments in distress, equity, and MHCLG’s Affordable Homes Guarantee Scheme where regular portfolio reviews include performance updates, market intelligence and details of any issues or challenges.

Looking ahead, the Committee’s priorities include overseeing programme activity to withstand the impact of the changing economic and market outlook upon delivery, monitoring the effect of budget pressures and prioritising activity where needed, as well as continuous improvement and succession planning, as membership of the Committee changes and evolves.

The members of the Investment Committee as at 31 March 2024 were Mark Rennison (Chair), Peter Freeman (Homes England Chair), Peter Denton (CEO), Duncan Sutherland, Pat Ritchie, Sadie Morgan, Melanie Montanari and Emma Fraser (delegate - Diarmuid Swainson), Marcus Ralling (Interim Chief Investment Officer), and Alison Crofton (Interim Chief Property Officer).

Nominations and Remuneration Committee (NRC)

The Nominations and Remuneration Committee is responsible for advising on overall pay and rewards; the remuneration, contractual and pension arrangements of staff at Director level and above; senior succession planning; key HR policies; and setting and agreeing the annual performance objectives, remuneration terms and other terms and conditions of employment of the Chief Executive.

Notable business this year included:

• oversight of the new People and Culture strategy
• oversight of the reform of the Homes England Pension Scheme
• oversight of the 2024 and 2025 Equality, Diversity and Inclusion Report and 2024 and 2025 Action Plan

The members of Nominations and Remuneration Committee as at 31 March 2024 were Lesley-Ann Nash (Chair), Peter Freeman (Board Chair), Stephen Bell and Duncan Sutherland; Emma Fraser and Melanie Montanari (Shareholder Representative).

Board and Committee performance

Our Board and its Committees regularly review their own performance. During the financial year the Company Secretary led an internal project team to undertake a far-reaching review of our Tier 1 (non-executive led) and Tier 2 (the principal Executive led) governance structures. In accordance with the Public Bodies Review recommendations, we will be commissioning an external effectiveness review in 2024 and 2025, as part of our regular review cycle. Our central Governance Team, led by the Company Secretary, supports our Board members by co-ordinating training and development and annual personal appraisal, led by the Chair. These activities help us to ensure our governance is as strong as it can be – supporting the Agency to make the best decisions.

During 2023 and 2024, we have changed our executive approval structures to reflect the strategic plan’s increased focus on Priority Places. It is our practice to monitor every governance change we make to ensure the benefits we anticipated are being realised.

One Board member left us in 2023 and 2024 and a recruitment process has been run to select new Board members to replace this member and others. Interviews took place toward the end of 2023 into early 2024. The new appointments were announced in May 2024, with Abi Brown OBE, David Cutter, Ros Kerslake CBE, Sir Oliver Letwin and Peter Vernon joining the Board.

The Agency asks a lot of its Board members and we value their continued leadership and support. All Board members have the opportunity to fully engage and support the Agency through main Board meetings and Committee membership.

Additional responsibilities and impact

This financial year we implemented our new strategic plan. This has seen an increased focus on regeneration activities, alongside our focus on housing and an express commitment to a number of priority places. Board members have taken on responsibility to be ambassadors for Homes England with those places.

We have a track record of successful delivery, working closely with Local Authorities, Combined Authorities, Leaders and Mayors. Building on this track record, our increased focus and senior engagement will ensure we have even greater impact on placemaking and our mission of delivering more high quality homes and thriving places.

Our Board and Committee composition

Membership of the Board and its Committees, together with membership changes throughout the year, are set out in the Board and Committee Attendance table.

Table: Board and Committee attendance 2022 and 2023

Name	Board	Audit, Assurance and Enterprise Risk Committee	Change Committee	Cross Cutting Committee	Home Ownership Committee	Investment Committee	Nominations and Remuneration Committee
Ian Austin	10/10	—	—	1/4	1/3	—	—
Stephen Bell	10/10	(Chair) 6/6	—	—	—	—	4/4
Peter Denton (CEO and AO)	10/10	—	—	—	—	7/8	—
Emma Fraser and Melanie Montanari	10/10	—	2/4	—	3/3	—	4/4
Peter Freeman (Chair)	10/10	—	—	—	—	7/8	3/4
Mark Henderson	9/10	6/6	4/4	4/4	3/3	—	—
Sadie Morgan	7/10	—	—	(Chair) 4/4	—	7/8	—
Vanessa Murden	1/2	1/2	(Chair) 1/1	—	—	—	(Chair) 4/4
Lesley-Ann Nash	8/10	5/6	—	—	—	—	(Chair) 4/4
Mark Rennison (Senior Independent Director)	8/10	4/6	4/4	—	(Chair) 3/3	(Chair) 7/8	—
Pat Ritchie	10/10	—	4/4	—	—	3/8	—
Duncan Sutherland	9/10	—	2/4	—	—	8/8	4/4
Meetings	10	6	4	4	3	8	4

Declarations of interest

The Agency has reviewed its detailed policy and guidance on declarations of interest for all staff, which complies with the requirements of the Civil Service Management Code and includes the requirement to make an annual declaration of interests as well as record any changes. We review all recorded interest returns to ensure that they are permitted, and they are managed as part of our assurance to Board. Any sensitive interests are managed through an Ethics group, which is accountable to the Audit Assurance and Enterprise Risk Committee.

We also have a policy in place for Board members, which is contained in their Code of Conduct, and based on Cabinet Office guidelines. Members must declare interests at any meeting and withdraw from a meeting before discussion of any matter in which they have an interest.

As part of our additional assurance, we maintain a Register of all Board and officer interests centrally to allow Secretariat and project officers to review member and officer interests more readily when they are bringing reports to Committees.

Register of Board Members’ interests is a public record published on the Homes England website in which members list all direct or indirect financial interests and non-financial interests where they have a direct bearing on the business of the Agency. Our Executive Directors’ Register of Interests is published alongside the Board Member declarations.

Register of Board members’ interests

Register of Board Members’ interests is a public record published on the Homes England website in which members list all direct or indirect financial interests and non-financial interests where they have a direct bearing on the business of the Agency. Our Executive Directors’ Register of Interests is published alongside the Board Member declarations.

Personal data related incidents

Since 25 May 2018, under the UK General Data Protection Regulation and the Data Protection Act 2018, there has been a mandatory requirement to report any personal data breach if there is a risk to the rights and freedoms of the data subjects whose data has been breached.

In the financial year 2023 and 2024 there were no personal data breaches that met the threshold for mandatory reporting. Neither has Homes England voluntarily reported any breach to the Information Commissioner’s Office.

Executive Leadership Team

The Executive Leadership Team (ELT) is the Agency’s principal operational decision-making group for implementing the corporate strategy, operational policies and procedures. The Executive directors work with the Chief Executive to ensure that the deployment of resources is sufficient to maintain delivery and that our corporate services provide effective service support.

ELT structure

• ELT

• People Executive
• Change Executive
• Delivery Oversight

The Executive Leadership Team (ELT) is supported by 3 executive groups:

• People Executive, which oversees all human resource policy issues
• Change Portfolio Executive, which monitors the Agency’s programme of change projects
• Delivery Oversight, which considers the most significant projects at concept stage and, if outside the Agency’s delegation, will consider the full business case before being submitted to the Investment Committee.

These 3 executive groups are mapped to the Board Committees:

• People Executive to Nominations and Remuneration Committee
• Change Executive to Change Committee
• Delivery Oversight provides assurance on programmes and portfolio delivery to the Investment Committee and assurance on policy matters to the Cross Cutting Committee.

In addition, ELT directors chair 4 executive groups, which act in an advisory capacity to the Committees:

• Investment Project Executive, chaired by the Chief Investment Officer — supports decision making on the Agency’s investment projects.
• Land and development Project Executive, chaired by the Chief Property Officer supports decision making on the Agency’s development projects.
• Place Project Executive, chaired by the Executive Director of Markets, Partners and Places — supports decision making around multi-intervention projects in our priority places and other strategic investments.
• Equity Management Executive, chaired by the Chief Finance Officer – supports decision making on Agency shareholding and equity interests.

The Executive Leadership Team retain responsibility for delivery and assurance to the Board of the strategic plan objectives, risk, budget and performance reporting. As with all the Agency’s governance structures, these arrangements are reviewed regularly, to ensure they continue to meet the needs of the Agency.

Meet the Executive Leadership Team

As at 31 March 2024, the Executive Leadership Team comprised:

• Peter Denton, Chief Executive and Accounting Officer
• Adrian Tucker, Chief Information and Digital Officer
• Lynda McMullan, Chief Finance Officer
• Marcus Ralling, Interim Chief Investments Officer
• Kirsty Shaw, Chief Operating Officer
• Alison Crofton, Interim Chief Property Officer
• Ian Workman, Chief Customer Officer
• Richard Collins, Chief Risk Officer
• Mike Palin, Executive Director of Markets, Partners and Places

The following also served during the year:

• David Bridges, Interim Chief Investment Officer
• Harry Swales, Chief Investment Officer
• Barry Cummins, Interim Chief Development Officer

In attendance only:

• Mike Wiltshire, Director for Strategy, Research, Analysis and Sponsorship

Peter Denton

Chief Executive Officer

Peter joined Homes England in August 2021. Prior to this, he was Chief Executive Officer of housing association The Hyde Group. Peter is a Board Member of Homes England and his full biography appears in the Board section.

Adrian Tucker

Chief Information and Digital Officer

Adrian Tucker joined Homes England in July 2021 and joined ELT in July 2022 as the Chief Information and Digital Officer. As part of this, he also has Executive responsibility for the Agency’s Evolve programme, which seeks to evolve the Homes England digital services landscape. Adrian has 25 years of technology experience in both the private and public sectors, having held senior technology roles at the Department for Education and the Ministry of Defence, as well as Arcadia and Boots in the retail market and T-Mobile (now EE) and Vodafone in the Telco market.

During his time at the Department for Education, Adrian led an ambitious transformation programme over an 18-month period, ensuring the Department and its agencies operated modern, leading-edge technology and were predominately cloud based. Adrian left the Agency at the end of June 2024, following the end of his 3-year contract.

Lynda McMullan

Chief Finance Officer and Executive Director, Corporate Resources

Lynda joined Homes England in July 2019. As well as being the CFO, she managed the Corporate Resources directorate which currently consists of: Finance, General Counsel’s Office, Commercial and Internal Audit. Prior to this, Lynda worked for 5 years on the Metropolitan Police Service Executive Board, leading a wide range of support functions, responsible for successfully delivering significant transformational change and financial savings. Lynda’s experience includes a year overseeing the service from within the GLA and 2 years working as an Executive lead at the National Audit Office, responsible for the Education, Health and the (then) Communities and local government departments. Lynda also served 20 years in local government, latterly in Chief Finance Officer roles. Lynda retired from Homes England in April 2024.

Marcus Ralling

Chief Investment Officer (from February 2024)

Marcus is the Interim Chief Investment Officer. He has worked in UK and European real estate for over 28 years and has extensive experience of strategic portfolio and asset management.

He joined Homes England having just completed a Masters in Housing and City Planning at UCL London, following time as Managing Director and Head of European Asset Management at Global Investment Firm KKR. Prior to that, he was Managing Director and Head of UK and European Asset Management at PGIM.

Kirsty Shaw

Chief Operations Officer

Kirsty joined Homes England in September 2022. She is Homes England’s first Chief Operating Officer. She previously held the role of Chief Operating Officer at the Care Quality Commission, where she was responsible for a complex portfolio of policy, digital and organisational change, transforming the Commission into a flexible and insight-driven regulator. Kirsty has worked across a number of government departments leading complex operations and delivering organisational wide transformation programmes.

At Homes England, Kirsty’s focus is on unlocking operational efficiency and effectiveness, ensuring that the Agency has the right systems, structures, people and processes to deliver our objectives.

Alison Crofton

Chief Property Officer (from October 2023)

Alison joined Homes England in 2020. Alison was appointed Interim Chief Property Officer on 27 October 2023 and currently leads the Agency’s Land and Development directorate which drives forward our ambition to deliver high quality homes in thriving places. This is achieved through the acquisition and unlocking of both public and private land where the market won’t, by removing constraints, securing planning permission and releasing market ready sites to get more homes built where they are needed.

Alison is a member of the Institute of Building and a Chartered Environmentalist with the Society for the Environment, bringing more than 20 years’ experience in delivering major housing and mixed-use developments.

In addition to the Chief Property Officer role, Alison sits on the Board of Directors at both the English Cities Fund and New Homes Quality Board.

Ian Workman

Chief Customer Officer

Ian joined Homes England in November 2022, having worked for over 30 years in the banking industry. He spent much of his career at Barclays in both Retail and Commercial Banking and was most recently the Managing Director for SME and Business Banking Relationships for the UK.

Since leaving Barclays, Ian has worked with Recognise Bank – a challenger bank. He joined Homes England from the Yorkshire Building Society, where he was the Interim Strategy Lead for YBS Commercial Mortgages.

Ian has a particular interest in Equality and Diversity having led on a number of initiatives and is in his final year of a Master’s Degree in Equality and Diversity.

Richard Collins

Chief Risk Officer

Richard has over 25 years’ experience in the Risk and Control sector, working both in the UK and across the world. He’s spent the majority of his career working in the financial sectors for Barclays, Royal Bank of Scotland and UBS, with more recent years spent closer to infrastructure and development finance investments with CDC (now British International Investment) and Macquarie Group.

Mike Palin

Executive Director of Markets, Partners and Places (MPP)

Mike Palin is the Interim Executive Director of MPP. He joined Homes England in February 2021 as Interim Director of the Cities and Major Conurbations Team.

He is a successful deliverer of economic growth strategies as well as being a leading thinker on how economic growth implementation can fit with broader policy initiatives. His focus is on implementation of strategies to deliver results.

He is a former Local Authority Chief Executive and Local Enterprise Partnership Executive Director. As Chief Executive of St Helens Council, he delivered a new economic approach that saw the Borough have the second highest per capita jobs growth in the entire North of England (resulting in an unemployment rate as low as 3.2% in 2019, compared to 10.3% in 2015), the attraction of over £0.5 billion of private sector inward investment (with an increase in business rate income of over £10 million per annum), as well as securing government industrial strategy investment and a major Town Centre investment partner.

David Bridges

Chief Investment Officer (September 2023 until February 2024)

David joined Homes England in January 2023, as Director of Products, Equity and Partnerships.

Having started his career at Shell he then moved into management consultancy, including spending time as a partner for Deloitte Consulting. He has since worked in development, serving on the executive boards of Taylor Wimpey, SEGRO, Keepmoat, Wates, Linden Homes and McCarthy Stone.

Harry Swales

Chief Investment Officer (until September 2023)

Harry joined Homes England in 2015 and was the Chief Investment Officer until September 2023 with over 20 years’ experience in housing and the built environment as a developer, investor and funder. He is a chartered surveyor with a background delivering strategic investment programmes across both the public and private sector.

Barry Cummins

Chief Development Officer (to October 2023)

Barry joined Homes England in 2017. He was the Interim Chief Development Officer until October 2023, having previously held the role of National Development Director. Barry has over 30 years of experience in the private sector having worked in senior director roles for a number of housebuilders including Bryant, Countryside Properties and Bovis Homes. He has detailed knowledge of land assembly and acquisition and has wide experience of all aspects of the sector, having successfully create several new regional operating companies. Barry left Homes England on 13 October 2023.

Mike Wiltshire

Director Strategy, Research, Analysis and Sponsorship

Mike joined Homes England in 2018 and leads the Strategy, Research, Analysis and Sponsorship Unit which focuses on: cross-agency strategy development; the Agency’s research, economics and analysis portfolio — headed up by Homes England’s Chief Economist; market engagement; and Homes England’s Government Sponsorship function.

Prior to joining Homes England, Mike was a civil servant in Cabinet Office, MHCLG and the Department for Business, Energy and Industrial Strategy, where he led work to devolve power to city-regions and drive local economic growth. This included: the establishment of elected city-region mayors; the negotiation and implementation of devolution, growth, or city deals across England, Scotland and Wales; and leading work to drive housing-led growth in the Oxford-Milton Keynes-Cambridge corridor.

Before joining the civil service Mike worked in local government for over 10 years across London, South East England and South West England.

Shadow Leadership Board

The Shadow Leadership Board (SLB) was formed in September 2022, with 12 members from across the Agency who, as a collective, bring together a diverse range of experience, skills, and insights.

The SLB comprises Senior Specialist and Manager roles and below, to give those who are sometimes under-represented the ability to share their voice. The SLB shadows our Executive Leadership Team and shares its reflections around key challenges facing Homes England and other subjects being discussed as part of ELT agendas to diversify the perspectives that the ELT is exposed to from across the organisation.

The purpose of the SLB is to influence the direction of Homes England and contribute to positive change by giving a voice to new and different perspectives.

Delivery Boards — Policy Delivery Partnership

Through 7 Delivery Boards, the Agency works with MHCLG as part of the Policy Delivery Partnership Model agreed with MHCLG. The Delivery Boards cover our key programmes – Market Diversification, Affordable Housing, Home Ownership, Building Safety, Infrastructure Funding, Land and Brownfield Infrastructure. The Delivery Boards provide oversight and assurance to the stakeholders (MHCLG and the Agency) on delivery of the programmes and funds and inform strategic and policy decision making for the Agency and relevant MHCLG Programme Boards.

The Delivery Boards also include representatives from the Infrastructure and Projects Authority and HM Treasury, to give them the opportunity to oversee performance and input into key decisions. Management Information and performance reporting and forecasts form part of the Agency performance reporting to the Executive Leadership Team and Board.

Performance Framework

The Agency has established a robust performance management framework that enables confident delivery of its strategic intent. A series of linked planning, reporting, review, and evaluation processes ensure execution aligns with the strategic direction.

The Agency’s strategic priorities are clarified in the strategic plan (2023 to 2028) which articulates the Agency’s mission, strategic objectives, and KPIs. Each year, the strategic objectives are translated into the Annual Business Plan which specifies the priority activities and presents the financial budgets and performance targets for the Agency and its programmes. These are developed within the funding envelope set at government Spending Reviews and through formal budget delegations. The cascade of activities, budgets and targets to programmes, directorates, teams and ultimately individuals, occurs via more detailed planning.

Performance is reviewed monthly, with the latest performance expectations reflected in forecasts. To facilitate effective monitoring, management reports compare actual, plan and forecast performance, with variances explained and potential mitigating actions surfaced for consideration. The reports service governance arrangements spanning project, programme, and portfolio levels. Aggregation and escalation between levels enables effective decision-making.

Delivery Boards are the principal forum for overseeing programme performance. Delivery Boards are attended by Agency, Department and Treasury stakeholders, and cover all funds and programmes. The Delivery Boards monitor in-year and lifetime performance, manage emerging risks, and agree on actions to optimise performance. The supporting management information reflects requirements communicated in programme commissions and conditions in past Settlement Letters.

Each month, the Executive Leadership Team (ELT) and Board review Agency-level management information, including the KPIs. The KPIs provide insight into the progress made by the Agency against the complete set of strategic objectives. This includes not only the contributions of programmes to increasing the housing supply, but also indirect activities that support place-based regeneration and economic growth.

The internal management reviews are supplemented by a monthly Policy Sponsor meeting, where a holistic view of performance is discussed with senior Department officials. Every quarter, the Policy Sponsor meeting also examines a long-term view of performance, addressing lifetime delivery and alignment to policy objectives.

At a project level, performance monitoring is tailored to specific interventions and examines scheme-level information from project managers, third parties, site visits and, or, external assurance reviews. Each month, project progress is reviewed to allow internal systems to be updated and management information produced. Large and, or, complex projects are subject to additional monitoring, including the Government’s Major Project Portfolio (GMPP) reporting.

This comprehensive approach to performance management is supplemented by an extensive evaluation programme and analytic activity targeted at emerging topics of interest. The evaluation programme gathers in-depth evidence of the Agency’s impact on the housing market. It provides a further opportunity to learn lessons, improve programme delivery, and achieve impact and value for money.

External Auditors

The Comptroller and Auditor General is the statutorily appointed auditor under the provisions of the Housing and Regeneration Act 2008.

The cost of work performed by the auditors for 2023 and 2024 is £575,000 (2022 to 2023, £575,000).

As part of the annual audit of Homes England, the National Audit Office (NAO) may issue recommendations to strengthen governance and accountability. Such recommendations are considered by senior management, reviewed by the Audit, Assurance and Enterprise Risk Committee and solutions are implemented where appropriate.

Public scrutiny

Parliamentary Select Committees look into and report on the work of government and the delivery of its policy by ministers and those bodies sponsored by government departments. As an Arms Length Body of MHCLG, Homes England is subject to the scrutiny of Parliament.

In 2023 and 2024, Homes England participated in the Levelling Up, Housing and Communities Select Committee inquiry into the ‘finances and sustainability of the social housing sector’, providing written evidence to the committee in May 2023 and attending a committee session alongside the Regulator for Social Housing in January 2024. The Agency also provided written evidence to the committee on their inquiry into ‘children, young people and the built environment’ in March 2024.

Homes England also provided evidence to the House of Lords’ Built Environment Committee regarding their inquiry into Modern Methods of Construction titled ‘modern methods of construction — what’s gone wrong?’ Written evidence was supplied to the committee in November 2023, with the Agency appearing with the Housing Minister at the committee in December 2023.

The National Audit Office (NAO) has commenced a study into the ‘government’s remediation portfolio’, which follows its study in 2020 on ‘remediating dangerous cladding on high-rise buildings’. The Agency is supporting the NAO’s work, which is expected to report in Autumn 2024.

Statement of Accounting Officer’s responsibilities

Under the Housing and Regeneration Act 2008, the Secretary of State (with the consent of HM Treasury) has directed Homes England to prepare for each financial year, a statement of accounts in the form and on the basis set out in the Accounts Direction. The accounts are prepared on an accruals basis and must give a true and fair view of the state of affairs of Homes England and of its income and expenditure, Statement of Financial Position and cash flows for the financial year.

In preparing the accounts, the Accounting Officer is required to comply with the requirements of the Government Financial Reporting Manual and to:

• observe the Accounts Direction issued by the Secretary of State including the relevant accounting and disclosure requirements, and apply suitable accounting policies on a consistent basis
• make judgments and estimates on a reasonable basis
• state whether applicable accounting standards as set out in the Government Financial Reporting Manual have been followed, and disclose and explain any material departures in the Financial Statements
• prepare the Financial Statements on a going concern basis; and confirm that the Annual Report and Accounts as a whole are fair, balanced and understandable and take personal responsibility for the Annual Report and Accounts and the judgements required for determining that it is fair, balanced and understandable

The Secretary of State has delegated Accounting Officer responsibilities to the Chief Executive as Accounting Officer of Homes England. The responsibilities of an Accounting Officer, including responsibility for the propriety and regularity of the public finances for which the Accounting Officer is answerable, for keeping proper records and for safeguarding Homes England’s assets, are set out in Managing Public Money published by HM Treasury.

As the Accounting Officer, I have taken all the steps that I ought to have taken to make myself aware of any relevant audit information and to establish that Homes England’s auditors are aware of that information. So far as I am aware, there is no relevant audit information of which the auditors are unaware.

Governance Statement

Introduction

As a non-departmental public body sponsored by the Ministry of Housing, Communities and Local Government (MHCLG), our relationship with MHCLG, including how we interact, the parameters within which we operate and the obligations we comply with, are formally governed by a Framework Document which:

• recognises our functional and day-to-day operational independence
• sets out our governance and decision-making arrangements
• sets out the financial and management processes that govern our operation

The Framework Document is the key document governing the Agency’s relationship with MHCLG. The Framework Document in place during this reporting period was published in March 2023. Work was undertaken during the previous reporting period to update the Framework Document, including to reflect changes in governance structures and the new strategic plan. Homes England has complied with the Government’s ‘Corporate Governance in central government departments: code of good practice’ publication.

Risk Management

Risk Management Framework

Homes England’s approach to risk management is compliant with the principles of the Orange Book — Management of Risk: Principles and Concepts, issued by HM Treasury. It is a comprehensive and holistic approach to managing risks within Homes England. The framework, which was in place during the financial year and up to the date of approval of this Annual Report and Financial Statements, was reviewed and updated by the Board in late 2023 and integrates risk management with the strategic plan and daily business activities.

The Risk Management Framework (RMF) covers risks at the organisational level, including strategic, operational, transactional, financial, and reputational risks. It is designed to ensure that risks are managed in a coordinated and integrated way considering interdependencies and their impact on the entire enterprise.

The objectives of the Risk Management Framework are to:

• integrate risk into all aspects of our operations to increase the probably of achieving strategic objectives while preserving and improving value
• offer a comprehensive framework, policy and guidance to empower colleagues to manage risk in the best way clearly define responsibilities and accountabilities, reinforcing corporate governance principles
• provide assurance to the Board by systematically identifying, assessing, monitoring, and mitigating significant business risks to acceptable levels
• recognise the value of risk management by promoting open communication, encouraging constructive challenge and fostering continuous improvement

The Executive Team is responsible for the Agency’s RMF and processes, ensuring that they are robust, comprehensive and aligned with the overall objectives. This is overseen by the Homes England Board and specialist Audit, Assurance and Enterprise Risk Committee (AAERC).

Homes England’s Risk Management Framework is supported by a suite of essential risk policies and procedures, including clear definitions of risk appetite and outlining key processes for effective risk management. The Agency’s risk database documents the outcomes of the risk assessment process, detailing the identification, assessment, and control of risks. The risk reporting cycle operates on a quarterly basis, with the Executive Team receiving monthly reports on specific categories of risks and corresponding controls.

Central to the integrity of Homes England’s risk management is a ‘Three Lines Model’ arrangement, ensuring that risks are managed at the most appropriate place and that robust assurance is achieved:

• the First Line covers everyone responsible for identifying, assessing, managing and owning the risks and controls in their business areas and support function
• the Second Line own the Risk Management Framework and provides policy guidance to the First Line, monitors and challenges the effective implementation of risk management practices, supports key control assurance, and provides oversight and insight to the Principal Risks facing the Agency, with the Chief Risk Officer reporting objectively to ELT and Board
• the Third Line refers to Internal Audit, who provide assurance to the Accounting Officer and Board on the whole organisation via an independent and objective evaluation of the adequacy and effectiveness of the framework of governance, risk management and control

To gain assurance that risk management is effective and to identify when further action is necessary, the Risk Management Framework is subject to regular review.

Risk appetite

The Risk Appetite Statement, approved by Board, uses the following 3 levels of risk appetite:

• Open — Receptive to considered risk-taking when benefits outweigh risks, or if the risk is outside the ability of the Agency to meaningfully control
• Neutral — Acceptable, if within programme parameters. Considered risk-taking by senior management in the pursuit of the Agency’s objectives
• Averse —Taking this type of risk is not required to deliver Homes England strategic objectives. Risks are unacceptable and must be avoided or fully mitigated or minimised

Our approach to risk appetite is hierarchical, with a clear structure that ensures alignment and responsible risk management throughout the organisation.

At the top level, the Agency-wide risk appetite is firmly established at the Primary Risk Level. This overarching risk appetite framework provides a foundational understanding of the acceptable risk thresholds for our entire organisation.

To accommodate the unique aspects of our operational landscape, our transactional directorates are responsible for setting their risk appetite at the Secondary Risk Level. However, a critical requirement is that their risk appetite must always align with the Agency-wide appetite set at the Primary Risk Level.

This alignment is essential to ensure that our directorates operate within the established risk boundaries and do not deviate from the organisation’s overall risk tolerance. This structured framework enables us to strike a balance between risk-taking and risk mitigation, ultimately contributing to the long-term success and sustainability of our organisation.

The Risk Appetite Statement was reviewed and updated as part of the RMF update in late 2023. One of the key changes was the change in risk appetite for Reputational Risk from ‘Neutral’ to ‘Open’. The change in appetite highlights the need for a delicate balance between advancing delivery objectives and assuming greater reputational risk. This necessitates a thorough qualitative evaluation of the level of reputational risk inherent in our delivery methods and chosen partners, in conjunction with considerations of success probability and the scale of incremental delivery.

Arguably, our emphasis on delivery is fostering practical behaviours that align with an Open risk appetite in our day-to-day operations.

Notwithstanding our open approach to reputational risk, there is a strict limit to this appetite when it comes to directly associating with counterparties or customers with a known poor reputational standing. Explicitly, the Agency will not engage with any parties that could potentially compromise our position as a trusted public sector delivery body.

Risk categories

The Agency’s 7 primary risk categories are as follows:

1. Policy Risk — Open

Homes England is open to the requirement to deliver on our strategic objectives while accepting that we operate in an environment where changes in political priorities could lead to a fundamental change in our required role and deliverables.

We will work in an agile way to make place-based working central to how we operate.

To the extent possible, we will escalate to the Government when the level of these risks exceeds the Agency’s comfort or ability to respond to them without government direction or intervention.

1. Economic Risk — Open

To support local leaders to deliver their vision, Homes England operates to bring together all our assets - our relationships, unique blend of skills and expertise, statutory powers, land and a wide range of financial support (equity, grant, debt and guarantees). Regardless of economic outlook, our programmes are designed to function and deliver throughout by adapting during times of uncertainty.

We operate in multiple sectors including those that may be impacted during economic downturns but seek to have controls and mitigants to limit downside.

1. Intervention Risk — Open

To achieve our objectives, Homes England needs to undertake a diverse range of interventions and activities normally with finite levels of resource and tight timeframes.

We are receptive to considered risk-taking and accept the likelihood that some of our interventions might result in sub-optimal outcomes. We aim to mitigate this risk by terminating activity and redirecting resources to more successful interventions except when policy imperatives prevent us from doing so.

1. Reputation Risk — Open

Homes England will prioritise the delivery of its strategic objectives and policy requirements in the decisions it makes, even if these are likely to be unpopular with some of its counterparties, the public or the press.

The Agency will not shy away from making the right decisions in pursuit of its strategic objectives and meeting policy requirements but will take appropriate steps to mitigate the impact of the risk based on due consideration of the trade-off between the cost of mitigation versus the impact of the risk.

1. Financial Risk — Neutral

Homes England is willing to take credit and investment decisions which have higher inherent risk and, or, are complex and which would not be taken by the private sector because they do not attract sufficient financial returns but are aligned to our strategic objectives.

We are only willing to accept deviations from our programmes’ planned recoveries in exceptional circumstances if these are due to well understood external drivers. For example, countercyclical measures.

Our approach to manage credit and investment risks is to limit these risks as much as possible, especially through risk mitigation. To this end, we rely on sufficient credit and investment risk management resources and capabilities to limit these risks effectively and efficiently.

1. Operational Risk — Averse

Homes England will only tolerate a minimum level of operational failures. Our approach to manage and especially mitigate these risks is to rely on the implementation of a high degree of controls and oversight with limited devolved authority.

If any weaknesses are discovered in Home England’s current Operating Model which increase the Operational risk, these will be mitigated in a time-bound manner.

1. Fiduciary, Economic Crime and Fraud Risk (Financial crime) — Averse

Homes England will comply with all regulatory requirements. The Agency will put in place appropriate levels of controls to identify scheme abuse, failures in fiduciary duty (by Homes England or third parties owing Homes England a duty), economic crime, and fraud within its various programmes. These will be proportionate and consistent with best practice across government for similar activities.

Given the scale and diversity of its interventions the Agency recognises that a level of scheme abuse is unavoidable. When identified this will be proactively pursued and all legal and commercial means available to the Agency deployed to address it.

Risk culture

We are committed to fostering a risk culture which is characterised by a commitment to continuous improvement in risk management framework, practices and behaviours. Our risk culture statement has been refreshed in the updated Risk Management Framework. Our risk culture reflects our shared values and focuses on our collective behaviour. In recognising that a strong risk culture allows us to optimise risk-taking opportunities to deliver on our objectives, our in-year focus has been on embedding good risk behaviours that enables a risk culture, that avoids late surprises and informs ‘eyes-wide open’ risk-based decision making. We have aligned our risk behaviours to our refreshed values, with an emphasis on risk accountability and collaboration. We have undertaken leadership risk maturity assessments, identifying opportunities to continuously enhance risk ownership, process, and reporting. We are resolute in our commitment to risk sharing and learning. We have put in place firm foundations to promote regular risk communications, delivery of training, spotlighting and celebrating good risk practice and behaviours.

Fiduciary, economic crime and fraud risk (financial crime)

The Agency manages fiduciary, economic crime and fraud risk at an operational level and takes a holistic approach to prevent, report and mitigate events. Such risk management, specifically for error and loss or fraud, is managed with the anticipation that there will be events during a fiscal year, be they internal or external.

The Agency remains outside of fiduciary risk appetite for 2023 to 2024, specifically due to:

• difficulties within the Help to Buy programme in progressing, assessing and reporting potential fraud, error, or loss
• 318 potential Help to Buy cases identified whereby a sample of cases (62) were reviewed, with fraud identified in one case, errors in 16 cases, no evidence of fraud or loss in 14 cases, and insufficient information to confirm fraud or error and loss in the remaining 31 cases

It should be noted that, for the Agency, sanctions exposure to date in relation to people or entities on the UK Sanctions List, is deemed to be low as customers (or related parties) are predominately UK-based and, to date, no customer has been identified as a UK sanction target match, requiring reporting to the Office of Financial Sanctions Implementation (OFSI).

Where an Agency’s customer has a non-UK relationship, further scrutiny, during due diligence processes, considers both money laundering and financial sanctions risk, to ensure the Agency has no relationship with a customer on the UK’s OFSI Consolidated List.

The Agency, therefore, takes its economic crime obligations seriously and is investigating appropriate remediation avenues, throughout the next financial year, including improving fraud intelligence and assessment through external source partnerships, thus moving the Agency closer to its risk appetite.

During the latter part of 2022 and 2023, an immaterial internal fraud relating to procured services was identified through a detection control. A 2-pronged approach applied: a) the formal fraud investigation to build a case for external reporting, and b) conducting an initial functional process review to identify ‘what happened’ and ‘what can we learn from it’, which resulted in positive outcomes.

The fraud investigation is now complete, with the Agency being successful in recovering a substantial part of the fraudulent loss and our costs through a private prosecution; the process review has reported its findings to Executive Management and, based on these findings, informative and targeted action is underway to enhance our internal controls during 2024 and 2025.

Risk events and near misses reporting processes

A key objective of our Risk Incident Reporting Procedure is to encourage open and blame-free discussion on risk incidents. Risk incident reporting gives us valuable insights to support risk identification and understand root cause, enabling risk owners to determine the most appropriate risk treatment. It provides a safe space to identify necessary improvements in our control environment and improves our collective understanding of risks which may impact adversely upon our strategic objectives.

This in turn creates greater awareness of risk and risk ownership across the Agency, as well as informing the top-down and bottom-up risk identification processes. The Agency has continued to promote the Risk Incident Reporting Policy and has engaged across the business to re-emphasise the importance of timely reporting. We have launched an enterprise-wide risk incident reporting tool, making it easier to promptly report risk incidents and this year we have seen an increase in reporting which provides greater visibility to help us assess and learnt from such incidents.

An initial uplift in numbers is viewed as a positive indication of adoption and over the year we have seen a stabilisation in the trend. During 2023 and 2024, we have had 120 incidents and 34 near misses reported. 58 are open, 74 closed and 13 of the reported incidents are categorised as “significant”. We conduct thorough investigations of material risk incidents to identify root causes and determine necessary control environment improvements to prevent future occurrences.

Risk and control assurance and assurance activity within risk

Over the year, we have gained from a richer evaluation of our Principal Risks and their respective paths to green. Many improvements are foundational and take time to embed and create systemic benefit, but the control environment has benefited from clearer understanding of what needs to be addressed. Further planned activities and improvements include setting a clear differentiation between risk appetite and tolerance, allowing for more targeted risk setting and efficient resource allocation.

Second line risk assurance activity during the year has continued to focus on putting in place a risk assurance and compliance operating model and the supporting infrastructure. A 2-phase approach to align resource to the Three Lines Model has partially concluded with the first phase complete in quarter 3 of 2023 and 2024 and the second phase, partially complete, aiming to conclude in 2024 and 2025 in line with delivery of our Organisational Blueprint.

We recognise the need for improvements in assuring our Risk and control data. In support of this, risk controls and compliance assurance is now operating in the second line with assurance coverage over our key risks expected to expand in the year ahead.

Internal audit

Internal Audit is required to provide an annual opinion on the overall framework of governance, risk management and control to inform the Governance Statement. It delivers a plan of work agreed with the Accounting Officer, and the Board, through the Audit Assurance and Enterprise Risk Committee, to provide an overall assurance opinion.

The overall assurance provided for 2023 and 2024 is a ‘Moderate’ opinion. This means that ‘some improvements are required to enhance the adequacy and effectiveness of the framework of governance, risk management and control’.

The assurance level provided in 2022 and 2023 has therefore been maintained. The Opinion is informed through Internal Audit’s formal programme of 33 reviews as well as ongoing observations, consideration of work delivered through other assurance functions and the independent validation of improvements to the control environment.

Whistleblowing

Homes England’s whistleblowing arrangements were refreshed in 2023 and 2024 following a benchmarking exercise with the whistleblowing charity ‘Protect’. The refresh embraces industry best practice and helps to strengthen the control environment. Key improvements have included:

• a refresh and re-launch of the whistleblowing policy
• reporting has been made simpler and easier
• visibility has been increased using the intranet and a new ‘Managing Accountability Handbook’

There were 8 disclosures raised via the whistleblowing process in 2023 and 2024. Of these, 4 met the classification of whistleblowing disclosures.

All disclosures are treated seriously, and the information gathered helps to drive continuous improvement. There were no whistleblowing cases reported in the prior financial year, 2022 and 2023.

Conclusion

I have received appropriate assurance from senior management, our governance structures and from reporting and assurance provided to me through the Three Lines of Defence. I am satisfied that the Agency has complied appropriately with all governance requirements. Corporately, we recognise the need for continuous improvement, and I remain personally committed to continuing pursuit of the Agency’s further improvement. We have strengthened and enhanced our governance and risk management capacity over the year. I, supported by Executive Leadership Team colleagues, continue to champion further improvements in the effectiveness of the Agency’s framework of governance, risk management and control environment. We must ensure they are effective and can meet the needs of a changing policy and operational environment to deliver the best outcomes for the Agency, government, and the public — whom we serve.

The Corporate governance report is signed on 23 July 2024.

Peter Denton Chief Executive and Accounting Officer

3.2 Remuneration and staff report

This section details remuneration and staff expenses and policies.

Nominations and Remuneration Committee

Advise the Board on the remuneration of the Executive Directors and the Chief Executive, and any related matters.

• Advise the Board on the remuneration of the Executive Directors and the Chief Executive and any related matters.
• Recommend the appointment or dismissal of the Chief Executive to the Board.
• Set and agree annual performance objectives of the Chief Executive, subject to Ministry of Housing, Communities and Local Government (MHCLG) approval.
• Consider and approve the incentive structure, including any bonus payment, for the Chief Executive and other Senior Officers on an annual basis, subject to MHCLG approval.
• Keep under review the leadership needs of the organisation, both executive and non-executive skills and knowledge. To recommend systems of succession planning to support the continued ability of the organisation to deliver the outcomes in the corporate strategy and monitor their implementation.
• To monitor the Agency’s overall staffing situation against the organisational structure approved by the Board and to approve any changes having regard to the resource budget agreed by MHCLG and any headcount directions laid down by MHCLG.
• Consider and advise the Board on broader staffing issues, such as recruitment and retention, overall pay levels, grading structure, pension and performance awards, and any other staffing matters that are referred to the Committee by the Executive.
• Advise the Board in relation to the Equality, Diversity and Inclusion (EDI) strategy and oversee the implementation plan.
• Review and make recommendations to Board in respect of the People and Culture strategy.
• Review the management information (MI) on the people pillar of the MI dashboard and advise the Board of any concerns alongside management’s reports.

Remuneration policy

We determine remuneration levels in order to attract and retain the talent and skills with appropriate experience to meet our objectives. The performance of Homes England’s Executive Leadership Team (ELT) is measured through both financial and non-financial indicators. In line with our approach to building brilliant performance, employees agree annual performance objectives which are reviewed regularly throughout the year and provide the basis for a formal annual appraisal which is linked to the payment of performance bonuses.

ELT and employees are entitled to a contribution by Homes England to a defined benefit pension scheme. Homes England implements an annual pay remit which is approved by the Secretary of State as part of the civil service pay remit and Senior Civil Service guidance processes.

Service contracts

The ELT have contracts of employment with either 3 or 6-month notice periods (dependent on the job role) that do not contain any predetermined compensation on termination of office. The exceptions to this are Barry Cummins and David Bridges who were permanent Homes England employees seconded into posts, Alison Crofton who is a permanent Homes England employee, seconded into post, Adrian Tucker who was on a fixed term contract and Marcus Ralling who is contracted through an employment Agency.

Appointment of Board members

Board members are appointed by the Secretary of State, normally for fixed terms of 3 years. Terms may be extended at the discretion of the Secretary of State. Board members’ time commitment was 3 days per month in 2022 and 2023 and 2023 and 2024. Board members who have additional chair responsibilities, have additional time commitment.

Audited remuneration information

The following information provides details of the remuneration and pension interests of Board members and ELT in their capacity as employees of Homes England for the year to 31 March 2024. Sections that are subject to audit are listed as such.

Board members’ emoluments (subject to audit)

	2023 and 2024 (£’000)	2022 and 2023 (£’000)
Chair
Peter Freeman CBE [footnote 1]	95	95
Board Members
Stephen Bell[footnote 2]	42	42
Baroness Teresa O’Neill OBE (to 3 March 2023)	—	23
Duncan Sutherland	25	25
Vanessa Murden (to 30 June 2023) [footnote 3]	8	32
Sadie Morgan OBE[footnote 4]	29	28
Mark Rennison[footnote 5]	42	41
Andy Hobart (to 29 September 2022)[footnote 6]	—	—
Pat Ritchie CBE	25	25
Lesley-Ann Nash [footnote 7]	29	25
Mark Henderson [footnote 8]	29	25
Lord Austin of Dudley	25	25
Emma Fraser [footnote 9]	—	—
Melanie Montanari [footnote 9]	—	—

Chief Executive’s emoluments (subject to audit)

Single total figure of remuneration

	Salary received in year (£’000)		Bonus payments (£’000)		Benefits in kind (to nearest £100)		Pension benefits (£’000)*		Total (£’000)
	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023
Peter Denton, Chief Executive Officer (from 1 August 2021) [footnote 10]	295 to 300	280 to 285	nil	nil	nil	nil	nil	nil	295 to 300	280 to 285

Executive Leadership Team emoluments (subject to audit)

Single total figure of remuneration

	Salary received in year (£’000)		Bonus payments (£’000)		Benefits in kind (to nearest £100)		Pension benefits (£’000)*		Total (£’000)
	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023	2023 and 2024	2022 and 2023
Harry Swales, Chief Investments Officer (to 10 September 2023)[footnote 11]	85 to 90	180 to 185	nil	nil	nil	2,100	nil	39	85 to 90	220 to 225
David Bridges, Interim Chief Investment Officer (from 1 September 2023 to 22 February 2024)[footnote 12]	75 to 80	n/a	nil	n/a	nil	n/a	12	n/a	90 to 95	n/a
Marcus Ralling, Interim Chief Investment Officer (from 5 February 2024) [footnote 13]	35 to 40	n/a	nil	n/a	nil	n/a	nil	n/a	35 to 40	n/a
Barry Cummins, Interim Chief Development Officer (to 13 October 2023)[footnote 14]	85 to 90	155 to 160	nil	nil	nil	nil	2	30	85 to 90	185 to 190
Alison Crofton, Interim Chief Property Officer (from 27 October 2023) [footnote 15]	60 to 65	n/a	nil	n/a	nil	n/a	nil	n/a	60 to 65	n/a
Lynda McMullan, Chief Finance Officer [footnote 16]	190 to 195	185 to 190	nil	nil	nil	nil	33	40	225 to 230	225 to 230
Mike Palin, Executive Director of Markets, Partners and Places [footnote 17]	195 to 200	150 to 155	5 to 10	nil	nil	nil	33	29	240 to 245	180 to 185
Adrian Tucker, Chief Digital and Data Officer (from 1 July 2022)[footnote 18]	205 to 210	145 to 150	nil	nil	nil	nil	35	28	240 to 245	175 to 180
Kirsty Shaw, Chief Operating Officer (from 5 September 2022)[footnote 19]	195 to 200	105 to 110	10 to 15	nil	nil	nil	35	21	240 to 245	130 to 135
Ian Workman, Interim Chief Customer Officer (from 14 November 2022)[footnote 20]	200 to 205	70 to 75	5 to 10	nil	nil	nil	36	14	240 to 245	85 to 90
Richard Collins (from 1 January 2024)[footnote 21]	45 to 50	n/a	nil	n/a	nil	n/a	9	n/a	55 to 60	n/a

(*) The pension benefits figure is an actuarially assessed calculation. It attempts to reflect the benefits earned by the employee during the year from the scheme and is impacted by salary fluctuations and length of service.

(**) The pension benefits figure is an actuarially assessed calculation. It attempts to reflect the benefits earned by the employee during the year from the scheme and is impacted by salary fluctuations and length of service.

Salary

Basic salaries are determined by considering the responsibilities of the role, each individual’s experience and market trends. Salary includes base remuneration and, in exceptional circumstances, overtime. It may also include a London Weighting allowance, additional responsibility allowance or a market pay supplement if applicable.

The Secretary of State determines the Board members’ emoluments.

Performance related pay

The Agency complies with the direction from the Secretary of State on eligibility of a performance related bonus. The ELT benefit from a performance related pay scheme. Any bonuses are determined with reference to performance against objectives agreed by the Nominations and Remuneration Committee. The Committee reviews performance against targets and approves any proposed bonus payment for ELT. The performance year runs from April to March. The bonus cannot exceed 10% of salary and is the only element of pay that is performance related.

The Chairman is not eligible for performance related payments or other taxable benefits.

Benefits in kind

The monetary value of benefits in kind covers any benefits provided by the employer and treated by HM Revenue and Customs (HMRC) as a taxable emolument. No benefits in kind were received in 2023 and 2024. The benefits in kind in 2022 and 2023 are in respect of lease cars which terminated on 3 September 2022.

Pension benefits (subject to audit)

Chief Executive and Accounting Officer

Peter Denton was appointed as the permanent Chief Executive on 1 August 2021. He is not a member of any of the Agency’s pension schemes.

Executive Leadership team

Pension details are disclosed for those individuals who were part of the ELT during the year and who were a member of 1 of the Agency’s pension schemes.

	Accrued annual pension at 31 March 2024 (£’000)	Real increase in accrued annual pension (£’000)	Accrued lump sum at 31 March 2024 (£’000)	Real increase or (decrease) in accrued lump sum (£’000)	Cash Equivalent Transfer Value (CETV) 31 March 2024 (£’000)	CETV 31 March 2023 (£’000)	Real increase or (decrease) in CETV (£’000)
Harry Swales [footnote 22]	15 to 20	(0 to 2.5)	55 to 60	(0 to 2.5)	322	304	(2)
David Bridges [footnote 23]	0 to 5	0 to 2.5	0	0	19	9	9
Barry Cummins [footnote 24]	5 to 10	0 to 2.5	25 to 30	0 to 2.5	233	196	24
Alison Crofton [footnote 25]	5 to 10	0 to 2.5	0	0	48	37	9
Lynda McMullan	10 to 15	0 to 2.5	30 to 35	5 to 7.5	291	197	81
Mike Palin	10 to 15	0 to 2.5	0	0	34	20	13
Adrian Tucker	0 to 5	0 to 2.5	0	0	54	25	27
Kirsty Shaw	0 to 5	0 to 2.5	0	0	38	15	22
Ian Workman	0 to5	0 to 2.5	0	0	36	11	24
Richard Collins [footnote 26]	0 to5	0 to 2.5	0	0	6	n/a	6

Members of ELT are eligible to participate in the Homes and Communities Agency Pension Scheme, which is a multi-employer defined benefit scheme. The Chairman is not entitled to be a member of any of the Agency’s pension schemes. With the exception of Peter Denton and Marcus Ralling who are not members of the pension scheme, all other ELT members in post at 31 March 2024 are active members of the Homes and Communities Agency Pension Scheme.

CETV figures are calculated using the guidance on discount rates for calculating unfunded public service pension contribution rates that was extant at 31 March 2024.

Accrued pension at 31 March 2024

The accrued pension entitlement is the pension which would be paid annually on retirement, based upon pensionable service to 31 March 2024.

Cash Equivalent Transfer Value (CETV) at 31 March 2024

The transfer values are the actuarially assessed capitalised value of pension scheme benefits. It is an amount payable by a pension scheme or arrangement to secure pension benefits in another pension scheme or arrangement when the member leaves a scheme and chooses to transfer the benefits accrued in their former scheme. The figures shown relate to benefits that the individual has accrued as a consequence of their total membership of the pension scheme and not just the service in a senior capacity to which disclosure applies.

The real increase in CETV reflects the increase in CETV that is funded by the employer. It does not include the increase in accrued pension due to inflation, contributions paid by the employee (including the value of any benefits transferred from another pension scheme or arrangement) and uses common market valuation factors for the start and end of the period.

Termination payments (subject to audit)

Termination payments to ELT in 2023 and 2024 were nil and in 2022 and 2023 were nil.

Staff costs (subject to audit)

There were £293,000 redundancy costs during 2023 and 2024 (2022 and 2023 — nil). An analysis of exit packages is shown under the heading Exit Packages, later in this report.

Table: Permanent staff employed directly by the agency

Staff costs	2023 and 2024 (£’000)	2022 and 2023 (£’000)
Salaries and wages	£79,472	70,599
Social security costs	8,984	8,644
Employer pension contributions	20,416	19,182
Other pension costs	761	12,681
Sub total	109,663	111,066

Table: Other staff employed by the agency

Staff costs	2023 and 2024 (£’000)	2022 and 2023 (£’000)
Temporary staff	14,265	111,066
Seconded staff	249	88
Less staff costs capitalised — Land and Property	(12,104)	(10,709)
Less staff costs transferred to programme costs	(11,035)	(13,472)
Total net costs	101,008	102,535

There were £293,000 redundancy costs during 2023 and 2024 (2022 and 2023 — nil). An analysis of exit packages is shown under the heading Exit Packages, later in this report.

Staff composition (subject to audit)

The average number of staff employed by the Agency (full time equivalents) over the course of the year is as follows:

2023 and 2024 (number)	2022 and 2023 (number)
Permanent UK staff	1,259	1,167
Fixed term UK staff	89	95
Temporary staff	142	142
Board members	9	9
Seconded staff	3	2
Total number	1,502	1,415

The number of staff (full time equivalents) by salary pay band, using an average for the year is as follows:

	2023 and 2024 (number)	2022 and 2023 (number)
£0 to £25,000	13	31
£25,001 to £50,000	532	523
£50,001 to £75,000	643	582
£75,001 to £100,000	203	180
£100,001 to £125,000	64	64
£125,001 to £150,000	30	21
£150,001 to £175,000	8	8
£175,001 to £200,000	3	5
£200,001 to £225,000	4	0
£225,001 to £250,000	0	0
£250,001 to £275,000	1	0
£275,001 to £300,000	1	1
Total number	£1,502	£1,415

In 2023 and 2024, the Agency procured temporary, interim resource to address an urgent, scarce, skills gap within the risk directorate. This resulted in a full time equivalent, average salary within the band £250,001 to £275,000.

Gender analysis

	2023 and 2024 (number)	2022 and 2023 (number)
Board members — Male	6	5
Board members — Female	3	4
Board members total	9	9
ELT — Male	6	5
ELT — Female	2	2
ELT members total	8	7
Other employees — Male	729	708
Other employees — Female	756	691
Other employees total	1,485	1,399
Total number	1,502	1,415

The HMRC definition of gender has been used for this analysis so that it is aligned with our Gender Pay Gap report. This requires us to categorise our colleagues as male and female. At Homes England, we recognise that gender identity is broader than simply male and female, and we know that some of our colleagues do not identify with either category.

Whilst we must report in this way, we value, welcome, and celebrate colleagues of all gender identities at Homes England, and are looking at ways in which the way we report on gender in the future can be improved.

We are pleased with the overall progress made since we started reporting our gender pay gap in 2017, however we were disappointed to see an increase of 0.92% (mean) and 2.76 (median) in the last published gender pay gap report which was shared in December 2023 based on March 2023 data. This reported a mean gap of 12.52% and a median pay gap of 10.50%. We recognise that to meet our own ambitions, we still have much more work to do in this area.

We also published our ethnicity pay gap for the first time in December 2023 based on March 2023 data, this reports a mean pay gap of 14.72% and a median pay gap of 18.76%.

Reporting of ethnicity pay has been conducted using the UK government employer guidance. The guidance recommends a minimum of 50 colleagues in any declared ethnic group to ensure statistical robustness and avoid possible identification of individual colleagues. Due to many of our colleagues identifying in ethnic groups of less than 50 we have chosen to report our ethnicity pay gap using only 2 groups, these being white and non-white ethnic minority. The ethnicity pay gap is therefore reported as the difference between white colleagues and non-white ethnic minority colleagues.

Our full gender and ethnicity pay gap report contains a more detailed analysis on the reasons that contribute to our gap. We also set out our commitments on closing the gaps further.

Fair pay disclosures (subject to audit)

The table shows the percentage change in salary and allowances and performance pay and bonuses payable of the highest paid director and the workforce of Homes England.

2023 and 2024	Salary and allowances % change	Performance pay and bonus % change
Highest paid director	5.3%	0%
Average pay of workforce	1.3%	12.1%

The 12.1% change in average performance pay and bonuses from £175 (2022 and 2023) to £194 (2023 and 2024) is as a result of the performance bonuses paid to ELT in 2023 and 2024.

Homes England is required to disclose the relationship between the remuneration of its highest-paid director and the lower quartile, median and upper quartile remuneration of its workforce.

The table compares the total pay and benefits for the highest paid director with that of the workforce who are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile).

	25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
2023 and 2024	7:3:1	5:0:1	4:2:1
2022 and 2023	7:1:1	4:9:1	4:0:1

The table sets out the salary and total pay and benefits (excluding pensions) of the workforce for the 3 identified percentile points. This excludes the highest paid director.

	25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
Salary	£40,833	£59,544	£70,931
Total pay and benefits	£40,833	£59,694	£71,081

Total remuneration includes salary, additional responsibility allowances, market pay supplements, non-consolidated performance-related pay and other taxable benefits. It does not include severance payments, employer pension contributions and the cash equivalent transfer value of pensions.

The full year equivalent banded remuneration of the highest-paid director in Homes England in the financial year 2023 and 2024, was Peter Denton, £295,000 to £300,000 (2022 and 2023 — Peter Denton, £280,000 to £285,000). This was 5 times (2022 and 2023 — 4.9 times) the median remuneration of the workforce, which was £59,694, (2022 and 2023 — £57,158).

In 2023 and 2024, 1 (2022 and 2023 — nil) member of the workforce had annualised remuneration in excess of the highest paid director. In 2023 and 2024 the Agency procured specialist regeneration expertise on a short-term, part-time basis with a day rate which, if annualised, results in remuneration in excess of the highest paid director. However, this advisory role is not a full time, annual position at the Agency. Annualised remuneration ranged from £20,000 to £25,000 up to £310,000 to £315,000 (2022 and 2023 — £10,000 to £15,000 to £280,000 to £285,000).

As an arm’s length body within scope of the civil service pay remit, for 2023 and 2024 the Agency applied an average pay award of 4.5% with an additional 0.5% targeted to colleagues at the lower end of their pay range for our delegated grade equivalents. Although not included within the annualised total pay and benefits calculation to determine the fair pay disclosure these colleagues also received a £1,500 non-consolidated payment in 2023 and 2024.

For senior colleagues, in roles equivalent to Senior Civil Servants (SCS), an across the board increase of 5.5% was awarded with a further 1% available for targeting pay anomalies in accordance with the SCS pay guidance.

The movement in pay ratios is reflective of the higher pay award offered to SCS than via the pay remit for delegated grades and is consistent with the application of our pay policies and approach.

Exit packages (subject to audit)

Redundancy and other departure costs have been determined in accordance with a voluntary redundancy scheme approved by MHCLG. Exit costs are accounted for in full when the departure has been approved and terms agreed. Voluntary exit costs accounted for in the year can be analysed as follows:

	2023 and 2024 departures agreed (number)	2022 and 2023 departures agreed (number)
£0 to £10,000	—	—
£10,001 to £25,000	1	—
£25,001 to £50,000	3	—
£50,001 to £100,000	1	—
£100,001 to £150,000	1	—
Total number of exit packages	6	—
Total cost of exit packages (£’000)	293	—

These exit packages relate to the closure of the Help to Buy scheme to new customers. Where possible, employees were offered other roles within the Agency.

Loans to employees

The Agency has provided travel season ticket loans, cycle scheme loans and home charge point loans to employees during the year. The total amount outstanding in respect of these at 31 March 2024 was £43,618. There were no other loans to employees.

Staff turnover percentage

Staff turnover for 2023 and 2024 was 10.17% (2022 and 2023 was 19.19%). This can be split between voluntary staff turnover (where staff have left the Agency for a role elsewhere or have retired) and involuntary staff turnover (where staff have left the Agency due to the end of a contractual period or dismissal). Voluntary staff turnover was 7.54% (2022 and 2023 was 17.10%). Involuntary staff turnover was 2.64% (2022 and 2023 was 2.03%). The Agency collects data to understand staff turnover through exit interviews which are offered to departing staff.

Expenditure on consultancy

During the year the Agency incurred expenditure of £9,328,805 on consultancy in accordance with the definition of the Government Financial Reporting Manual (FReM) (2022 and 2023 — £6,073,880).

The increase is attributable to consultancy costs in relation to Organisation and Change Management Consultancy, as shown in this table:

Consultancy type	2023 and 2024	2022 and 2023
Property and construction consultancy	£3,585,354	£3,433,004
Finance consultancy	£2,531,544	£2,215,956
Organisation and change management consultancy	£2,524,688	£416,025
Information technology and systems consultancy	£89,232	£8,895
Specialist contractors	£597,987	—
Total	£9,328,805	£6,073,880

The FReM definition of consultancy can be found in Annex 4 of the Government Financial Reporting Manual 2023 and 2024

Apprenticeship levy

During the year the Agency incurred expenditure of £419,000 on contributions to the apprenticeship levy to support apprenticeship training and assessment for apprentices (2022 and 2023 — £315,000).

The Agency makes use of this scheme by employing apprentices across teams, creating opportunities for apprentices to forge a career path within Homes England. Apprentices gain real ‘on the job’ experience and are supported through professional qualifications. During the year, the Agency claimed £386,000 (2022 and 2023 — £146,000) from the levy to support apprenticeships.

Off-payroll arrangements

In accordance with the requirements of the FReM, the Agency is required to publish details of their highly paid and senior off-payroll engagements. The Agency uses off-payroll arrangements for specialist or technical contractors and consultants to address urgent scarce skills gaps.

Table: Temporary off-payroll worker engagements at 31 March 2024, that were paid at least £245 per day

	2023 and 2024 (number)
Number of existing engagements	95
Number that have existed for less than 1 year at time of reporting	44
Number that have existed for between 1 and 2 years at time of reporting	40
Number that have existed for between 2 and 3 years at time of reporting	3
Number that have existed for between 3 and 4 years at time of reporting	7
Number that have existed for 4 years or more at time of reporting	1

Table: All temporary off-payroll workers engaged at any point during the year ended 31 March 2024, that were paid at least £245 per day

	2023 and 2024 (number)
Number of off-payroll workers	255
Number that were not subject to off-payroll legislation	244
Number that were subject to off-payroll legislation and determined as in scope of IR35	0
Number that were subject to off-payroll legislation and determined as out-of-scope of IR35	13
Number of engagements reassessed for compliance or assurance purposes during the year	5
Number of engagements that saw a change to IR35 status following review	0

On 6 April 2017, HMRC introduced new IR35 legislation which required public sector bodies, where they engage off-payroll workers, to ensure they correctly assess their employment status and apply the correct tax treatment.

During an internal review of off-payroll engagements in 2021 and 2022, it became evident there were a small number of cases where a status determination statement was not issued to the contractor, or the contractor had been incorrectly determined as out-of-scope of IR35. This led to a further, extensive internal review of off-payroll engagements which included retesting the contractors against HMRC’s CEST tool.

In May 2022, Homes England provided a voluntary disclosure to HMRC, including an estimated liability for missing tax, national insurance and apprenticeship levy plus interest for years 2017 and 2018 to 2021 and 2022 of £1.1 million. This amount was recognised in the 2021 and 2022 financial statements. Mandatory procedures have been in place from April 2022 to prevent recurrence, alongside a programme of training and awareness.

HMRC have concluded the voluntary disclosure on status risk and are expected to recommence the review of off-payroll risk during 2024 and 2025.

Table: Off-payroll engagements of Board members, and, or, senior officials with significant financial responsibility during the financial year.

	2023 and 2024 (number)
Number of off-payroll engagements of Board members, and, or senior officials with significant financial responsibility during the financial year	1
Total number of individuals both on and off-payroll who have been deemed ‘Board members, and, or, senior officials with significant financial responsibility’. during the financial year	22

Marcus Ralling is off-payroll and considered to have significant financial responsibility. Marcus is employed on an interim basis whilst permanent recruitment takes place. Details of Marcus’ remuneration, start date and position held is included within the ELT emoluments table. At 31 March 2024 Marcus’ tenure is approaching 2 months.

Employee matters

People and Culture strategy

In 2023 the People and Culture Strategy was launched to provide greater alignment and structure around the aims and purpose of the Agency, with a focus on establishing Homes England as a place for talented people to come to progress their careers. The strategy articulates 3 areas of strategic focus aligned with our purpose of: Providing people services that facilitate a brilliant place to work. These 3 areas are:

• Talent Attraction and Growth
• Total Reward and Insight
• Excellence Everyday

Underpinning these is our foundation of everything being built and delivered in the spirit of enhancing Colleague Inclusion, Trust, Pride and Purpose.

These themes have been used to inform the development of a detailed People and Culture delivery plan for the period 2023 to 2026. This plan has been endorsed by the ELT and the Nomination and Remunerations Committee to ensure that it delivers against critical demands for the business.

Equality and diversity in employment and occupation

In July 2020 we published our EDI objectives which set out our commitment to create an inclusive organisation and sector that reflects the communities we serve. This outlined a 4-year plan to cover the reach of impact with each objective sponsored by an executive director to promote, advocate, and shape the work. The 5 key objectives were purposefully ambitious for the Agency to collectively achieve by 2024, to deliver systematic organisational and cultural change as well as positively impact the industry and our communities.

We have made positive progress in many areas but also recognise that we have much more to do to fulfil our own ambitions. We articulate these ambitions afresh in 2024 as part of our People and Culture Strategy with a renewed one-year reporting cycle articulating progress and setting focused objectives for the forthcoming year.

Key achievements include:

• We have measured and shared our ethnic pay gap (EPG) for the first time in 2023.
• In collaboration with our networks, we have launched a new workplace adjustment passport for disabled colleagues.
• We have developed new domestic abuse guidance to support colleagues who may be experiencing or supporting those experiencing domestic abuse.
• We have developed and launched our new values and associated behaviour framework to further embed inclusion.
• We included a distinct EDI key performance indicator in our strategic objectives, further supported by a number of stretching EDI KPIs in our People and Culture strategy.
• As part of our new delivery partner dynamic purchasing system, we have introduced more robust criteria which our supply chain must meet.
• We increased our graduate programme diversity to 60% female, 20% ethnic minority, 7% colleagues with disability and 53% from lower socio-economic backgrounds.
• We ensured our 2023 staff conference was accessible to all colleagues including physical accessibility options, quiet rooms and online live streaming.

We have developed our EDI data as part of the Strategic Workforce Planning framework. The data enables us to benchmark, measure and report progress to further improve transparency and accountability.

A range of development courses were delivered to increase awareness of EDI.

Staff policy regarding disabled persons

We remain committed to ensuring equality of opportunity for all disabled people who work or apply to work for us. We’re proud to ensure that our disability confident scheme provides avenues where individuals with disabilities are able, where they meet the minimum criteria for the role, to secure a guaranteed interview. This is an integral part of enabling the Agency to secure a more diverse pool of candidates. On all applications we ask if any adjustments are needed to enable any interview or selection process, and monitor applicants who indicate they have a disability to ensure they are aware of the disability confident scheme and support we can offer.

Where we are made aware of colleagues with disabilities or long-term health conditions, we have a variety of tools and support available. We work with colleagues, line managers, Human Resources and Occupational Health to identify reasonable adjustments to the workplace and working arrangements specific to the individual’s need to support disabled colleagues in the workplace. In addition to this, we have numerous colleague-led networks that provide feedback, help monitor the effectiveness of our support and help us with our thinking as we develop policy, process and our strategies.

Sickness absence

During the year 2.10% (2022 and 2023 — 1.80%) of working days were lost to sickness absence. According to the Office of National Statistics, in the UK labour market for calendar year 2022, 2.6% of days were lost due to sickness absence, split 2.3% private sector and 3.6% public sector. Statistics for 2023 have not yet been released.

Health and safety

Homes England’s health and safety (H&S) performance has remained strong through 2023 and 2024 and its key achievements are set out here.

For the 6th year running, our Accident Incident Rate (AIR) for reportable injuries under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR) was 0 per 100,000 employees. The accident frequency rate (AFR) for all types of accidents involving employees was calculated at 0.18 per 100,000 hours worked which is below the national Labour Force Survey (LFS) AFR reported for 2022 and 2023.

Homes England sets annual corporate health and safety targets for a range of activities including training, risk assessments and audits. The Board and ELT are regularly updated on the Agency’s health and safety performance, and its progress towards meeting targets. In 2023 and 2024, 13 targets were agreed, and all have been met or exceeded.

During the year we introduced a new online health and safety management system, which has streamlined how we report accidents and incidents across our business. We also implemented a 12-point health and safety culture action plan to support the Agency develop a more positive health and safety culture. In September, we held our first health and safety week, dedicated to raising awareness across the Agency, which included a range of activities in our offices for colleagues to participate in, including talks by external speakers on key health and safety topics. We also established the Health and Safety Group which is attended by senior leaders from all parts of business to help shape and develop health and safety initiatives.

Employee engagement

In December 2023 we conducted our 2nd full Let’s Talk 2023 main survey. The survey consists of 48 questions covering 7 categories with a further 8 demographic questions.

The 7 categories of engagement covered in the Let’s Talk 2023 main survey are:

• Motivating managers
• Health and wellbeing
• Meaningful work
• Irresistible workplace
• Realising potential
• Additional insight
• Leadership and inspiration

The response rate was 77% which is within the ideal category.

The results show a significant improvement in colleague engagement with an increase from the 2022 main baseline survey across all key measures.

Pension reform

In September 2022, Homes England commenced a formal consultation process with a view to reforming the final salary tier of the Homes and Communities Agency Pension Scheme (HCAPS), impacting around 630 colleagues. The consultation was supported by a significant communication and engagement programme, providing affected colleagues with detailed proposals, personal impact statements and access to modelling tools, as well as a dedicated website. In addition to explanatory sessions, both on-line and in person, supported by pension experts and Homes England senior leaders, affected colleagues were given access to a helpline operated by Hymans Robertson, one of the UK’s leading pension consultancies.

Questions and issues raised were gathered and discussed in detail with trade union and scheme representatives including consideration of counter proposals that went on to form the final business cases to Secretary of State and HM Treasury.

Both consultation and the subsequent business cases were successful, and the reforms will be enacted from 1 April 2024.

Grow our own

In 2023 and 2024 we have continued our commitment to grow our internal talent and capability to help deliver our ambitious strategy. As a government agency we are keen to provide development options for all colleagues to grow.

We have continued to grow the number of apprentices and increased our utilisation of the apprenticeship levy in 2023 and 2024. Apprenticeships are aligned to areas of skills shortage and future capability needs. We have introduced a new Data Academy to drive innovation and enhance analytical capabilities within the Agency. 51 colleagues are currently participating in the academy with a further cohort due to start next year. 45% of our data academy apprentices are female or identify as female, a figure that more than doubles the national average for women in data roles across the UK.

Through our refreshed Graduate Programme, we are investing in ‘growing our own’ skills and capabilities, focusing on identified skills shortage areas such as environmental sustainability, cyber security and software development. The programme attracted over 2,000 applications.

Trade Union relationships

Homes England formally recognises 3 trade unions — Unite, PCS and Unison — with whom the organisation consult over pay, policies and procedures, working conditions and related issues. Regular meetings take place between management and elected union representatives, called Joint Negotiation and Consultation Committee meetings, on a cycle of approximately 6 weeks.

As a public sector body with more than 49 FTE employees, Homes England is required to make a number of disclosures regarding Trade Union Facility Time. This information is set out here.

Table: Relevant union officials

	2023 and 2024 (number)
Number of employees who were relevant union officials during the relevant period	10

Table: Percentage of time spent on facility time

	2023 and 2024 (number)
0%	0
1 to 50%	10
51 to 99%	0
100%	0

Table: Percentage of pay bill spent on facility time

	2023 and 2024
Total cost of facility time (£’000)	70
Total pay bill (£’000)	79,472
Facility time as a percentage of total pay bill	0.09%

Table: Paid trade union activities

	2023 and 2024
Percentage of paid facility time spent on paid trade union activities (time spent on paid trade union activities divided by total paid facility time) times 100	0%

3.3 Parliamentary accountability and audit report

This section provides details of losses, special payments, fees and charges in the year, and the audit certificate.

Parliamentary accountability disclosures

Losses and special payments (subject to audit)

In accordance with the provisions of the Accounts Direction, the Agency has summarised all losses and special payments requiring disclosure, recognised during the course of the financial year, as follows:

	2023 and 2024		2022 and 2023
	Cases	£’000	Cases	£’000
Total of all losses and special payments	156	120,723	97	149,592
Cases over £300,000:
Loans written off or impaired and fruitless payments	15	119,640	7	148,727

Under International Financial Reporting Standard 9 — Financial Instruments (IFRS 9), the Agency is required to consider whether a financial asset investment meets the definitions of a basic lending arrangement in order to establish whether the investment should be measured at amortised cost or at fair value.

For assets which are measured at amortised cost, a write-off amount is recognised in the Financial Statements when it is considered that there is no realistic prospect of full recovery. There are also a number of loan investments which are managed operationally in line with the Agency’s loan management processes however from an accounting point of view are measured at Fair Value Through Profit or Loss (FVTPL). Where it has been assessed that there is no realistic prospect of full recovery for such loan investments, these have also been disclosed in this note. This is aligned with the FReM requirement to disclose losses in this note for the attention of Parliament at the earliest point at which a loss is expected.

For assets measured at amortised cost, the Agency is required to consider the effect of discounting future cash flows (to reflect the present value of the anticipated recovery) in order to determine the required write-off allowance for accounting purposes. The losses recognised here include an element of this discounting effect, which will subsequently be unwound in future years as interest income on the impaired balance.

During 2023 and 2024 there were 9 cases of loan losses recognised where the amount written-off or movement in fair value below initial cost for accounting purposes was in excess of £300k; 7 write-offs of loans measured at amortised cost, and 2 movements in fair value below initial cost of loans measured at FVTPL. There were also 2 write-offs of receivables measured at FVTPL. These losses are detailed here. There was 1 special payment.

Loans measured at amortised cost

£20,507,000 — Funding was provided under the Short-Term Home Building Fund for the development of a 90-home scheme. There has been a number of issues including cost overruns and delays due to the demolition of a listed building resulting in revised planning permission being required. Viability is not established and an accounting impairment of £20.5 million has been recognised to reflect the potential loss on the full outstanding amount.

As at 31 March 2024, total losses recognised were £20.5 million.

£17,870,000 — The Agency provided funding under the Home Building Fund to support the regeneration and delivery of a site in Cheshunt, Hertfordshire. The site is stalled, and the borrower has appointed Administrators, creating material uncertainty around the Agency’s recovery. Site valuation has dropped significantly, and a full accounting impairment of £17.9 million has been recognised to reflect the potential loss on the full outstanding amount.

As at 31 March 2024, total losses recognised were £17.9 million.

£13,122,000 — Market Abuse Regulations preclude further commentary. An accounting impairment of £13.1 million has been recognised in 2023 and 2024.

As at 31 March 2024, total losses recognised were £13.1 million.

£4,150,000 — Funding was provided under the Short-Term Home Building Fund to support the delivery of 31 residential units. Since contracting, delivery costs have increased, and milestones and the repayment date have had to be extended. A landslide on site was a major contributing factor. The contractor filed for liquidation and the site is on hold while a revised development plan is established. In the absence of a route to recovery a full accounting impairment of £4.2 million has been recognised in 2023 and 2024 to reflect the potential loss of the full outstanding amount.

As at 31 March 2024, total losses recognised were £4.2 million.

£1,330,000 — The Agency provided funding under the Short Term Home Building Fund for a 17-home development. Slow build progress and increased costs have led to several amendments to the loan facility. Sales have been slow due the site’s rural location and lack of local amenities. There is uncertainty around the viability of the project as sales income is required to fund the remaining houses. An accounting impairment of £1.3 million has been recognised to reflect the potential remaining loss.

As at 31 March 2024, total losses recognised were £1.3 million.

£927,000 — Funding was provided under the Short-Term Home Building Fund for the development of 19 apartments. There have been challenges on the scheme due to material shortages, delays in getting planning conditions discharged with the Local Authority and inadequate fire safety provisions. Some recovery is expected through the sale of units either through open market sale or a bulk sale to an investor, however, there is uncertainty around the amount the Agency will recover and therefore an accounting impairment of £927,000 has been recognised to reflect the estimated potential remaining loss.

As at 31 March 2024, total losses recognised were £927,000.

£494,000 — The Agency provided an infrastructure loan under the Long-Term Home Building Fund to support development of 3,000 homes. A series of delays prior to work commencing on site impacted timelines for delivery, and contracted equity investment did not materialise to meet future funding requirements. A review was commissioned by the Agency which suggested the scheme was no longer viable and the borrower has subsequently gone into liquidation. A loss of £15.5 million was recognised in 2019 and 2020, £0.7 million in 2020 and 2021, £1.3 million in 2021 and 2022 and a further £1.8 million in 2022 and 2023. Forecast recovery is based on the value of security held. A higher discount rate and accrued interest during 2023 and 2024 has resulted in an additional accounting write-off of £0.5 million in 2023 and 2024.

As at 31 March 2024, total losses recognised were £19.8 million.

Loans measured at FVTPL

£39,110* — Market Abuse Regulations preclude further commentary. A movement in fair value below cost of £33.7 million has been recognised in 2023 and 2024. The equivalent total movements in fair value below cost expected against contractual amount due (principal and interest) were £41.7 million at 31 March 2024.

As at 31 March 2024, total accounting movements in fair value below initial cost recognised were £33.7 million.

£15,000 — Market Abuse Regulations preclude further commentary. A movement in fair value below cost of £15.0 million has been recognised in 2023 and 2024. The equivalent total movements in fair value below cost expected against contractual amount due (principal and interest) were £16.2 million at 31 March 2024.

As at 31 March 2024, total accounting movements in fair value below initial cost recognised were £15 million.

Receivables measured at FVTPL

£3,039,000 — In June 2023, the Agency moved to a new mortgage administrator. The mortgage administrator acts as agent to deliver a service to customers of the Agency’s Home Equity products. Under the new contractual arrangement, the Agency entered a concession model and as part of that have relinquished rights to Help to Buy Management Fees collected by the mortgage administrator. As a consequence, the receivable at migration is no longer collectable by the Agency.

£534,000 — During a previous financial year, amounts due from customers on redemption were incorrectly calculated due to incorrect interpretation of a policy to calculate redemption repayments on the higher of a RICS valuation or actual sales price achieved. This resulted in a lower amount being collected than was contractually due on redemption, for around 2,300 accounts. The Agency does not consider the amount economically beneficial to pursue, given the large number of individually low value balances, and has therefore written off the amount in full.

Special payments

£848,000 — The Agency disposed of a land and property asset in 2017 and 2018 by way of lease. Following disposal, the purchaser discovered a material issue with the site which required significant expenditure to rectify. The issue was not identified by the Agency or any of the bidders during the procurement process. Whilst there was no explicit clause in the lease agreement obligating the Agency to repay any of the purchase price, the Agency agreed to repay £848,000. This followed a prolonged period of negotiation between Homes England and the purchaser, and was subject to detailed analysis by the Agency.

Both the Agency and MHCLG consider that this is an ‘extra contractual payment’. Retrospective approval will be sought from HM Treasury.

Modification losses

£2,709,000 — During 2023 and 2024, interest margins were reduced on 26 investments following an improvement in credit risk. Under IFRS 9, where an interest margin is modified, we are required to continue accruing interest at the original interest margin, and immediately recognise any loss (reduction to carrying value of the loan) which has occurred as a result of the modification to the interest margin. The losses disclosed reflect the difference between the discounted revised (reduced) future cash flows, using the original interest margin when compared to the carrying value of the loan prior to the modification. Of the 26 investments, 3 are individually greater than £300,000, totalling £2.7 million. The remaining 23 are all individually below £300,000 and total £0.5 million.

Total

£119,640,000 — Total write-offs and movements in fair value below initial cost, and modification losses recognised on Loans and Receivables and special payments which exceed £300,000.

(*) Includes reversal of previous fair value uplifts.

Included in the 2023 and 2024 accounts are further write-offs of loans measured at amortised cost totalling £415,000 and further movements in fair value below initial cost of loans measured at FVTPL of £11k and write-offs of receivables of £70k, which individually are below the reporting threshold and therefore have not been included here.

In addition to this, the 2023 and 2024 accounts reflect the reversal of previously recognised accounting write-offs or reversals of previously recognised movements in fair value below initial cost totalling £9.2 million during the period. The reversals include £8.1 million on a loan which has been recovered in full following a sale of property.

The contractual amount due on loan investments for which amounts have been written off or impaired, and which are still subject to enforcement activity, was £373.1 million at 31 March 2023 (£230 million at 31 March 2023).

Regularity (subject to audit)

Other than the disclosed above, during 2023 and 2024, the Agency complied with the requirements of regularity as set out in Managing Public Money. HM Treasury approval was obtained for all novel, contentious or repercussive transactions relating to 2023 and 2024.

Fees and charges (subject to audit)

Regulator of Social Housing

Homes England and the Regulator of Social Housing (RSH) are party to a Service Level Agreement under which Homes England provides services to RSH. Services provided may include, but are not limited to, the provision of accommodation of facilities, the provision of staff time and expertise and the provision of technical resources. Service income charged to RSH during the year was £985,000.

Other fees

Additionally, Homes England may, from time to time, charge a fee for services provided to other entities. Where applicable, services are charged at full cost and therefore result in no attributable surplus or deficit. During the year, Homes England provided legal and professional services to other parties totalling £306,000. This is included in other operating income.

Other fees include £100,000 charged to the Homes and Communities Agency Pension Scheme for the annual provision of accommodation, staff and professional services and £50,000 charged to the Department for Business, Enterprise, Innovation and Skills (as it was at the time of the transactions) for the provision of professional services in connection with the administration of 3 science parks.

Remote contingent liabilities (subject to audit)

Homes England is required to disclose each of its material remote contingent liabilities, and where practical, estimate the financial effect. Homes England does not have any material contingent liabilities other than those disclosed in the Financial Statements.

Functional standards

Homes England is committed to embedding the Functional Standards in all relevant activity across the Agency. Continuous assessment and improvement activity is ongoing and continues to build on the progress made last year.

The Accountability report is signed on 23 July 2024.

Peter Denton

Chief Executive and Accounting Officer

The certificate and report of the Comptroller and Auditor General to the Houses of Parliament

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