Member of the Board of Supervisors

About Woonbron

We are a large housing association with nearly 50,000 homes and other properties in Rotterdam, Nissewaard, Delft, Dordrecht, and Zuidplas. With approximately 600 employees, we provide quality, affordable housing for people with limited financial means. This is important work, because a comfortable home is a basic need for everyone. It’s a place where you can be yourself, relax, and spend time with the people who matter most to you. Our homes and buildings must be neat, clean, and safe, so we invest heavily in improvements, maintenance, and sustainability. We are businesslike and decisive when necessary, for example, in cases of nuisance or abuse. But above all, we do our work with a big heart for the people who live with us. We believe it is important to be “at home in the neighborhood”; clearly visible to our tenants, whom we always assist with expertise and as personally as possible.

Our tasks

In the coming years, we will put our motto, “At Home in the Neighborhood,” into practice with even greater expertise and dedication. For us, this also means ensuring that our clients receive excellent service from our staff. We remain fully committed to investing in this area across all departments of our organization.

We are contributing tothe national performance agreements in light of the major societal challenges surrounding the availability of sufficient affordable housing, making the built environment more sustainable, improving the quality of life in neighborhoods and communities, and ensuring housing affordability. In the coming years, we will increasingly carry out activities under our own direction and in collaboration with our supply chain partners, leveraging the innovative power of “the market.” We are committed to optimizing and digitizing our work processes and investing in opportunities for further digitization. We are also investing in the development of our people. Doing more with our resources, becoming more agile, strengthening our collaboration, and becoming even more at home in our neighborhoods—these are our goals for the coming years. For more information about Woonbron and our ambitions, please refer to our2022 Management Report, our2022 Financial Statements, and our strategic document“At Home in the Neighborhood.”

Governance

Woonbron endorses the Housing Association Governance Code and uses it as a guiding principle in its operations. Woonbron’s day-to-day policy is determined by the Executive Board. In its decision-making, the Executive Board takes into account the advice of the management team. The Supervisory Board (SB) is responsible for overseeing the management’s policies, the financial situation, and the general course of business within Woonbron and its affiliated subsidiaries. The SB advises and supports the management.

In carrying out its duties, the Supervisory Board focuses on the interests of Woonbron, the public interest, and the interests of the relevant stakeholders. The Supervisory Board balances the various interests in a fair and equitable manner. The Supervisory Board functions as a body with collective responsibility. This means that all members of the Supervisory Board are collectively responsible for decisions made by the Supervisory Board, even if they opposed the content of the decision during the meeting.

General Profile

The Supervisory Board operates on the principle that all members are generalists who together form a multidisciplinary team. The members are decisive and results-oriented, and are capable of engaging in rigorous discussions in a collegial manner. They have a clear understanding of the position and role of the supervisory body and share an affinity with Woonbron’s objectives and target groups. The members are independent, objective, and free from any appearance of a potential conflict of interest or accountability to their constituents, both in relation to one another and to the Board of Directors. In addition to the legal requirements and the necessary broad expertise within the Supervisory Board, it must also consist of individuals who are able to work well together.

There is an open atmosphere within the Supervisory Board, where intentions and expectations can be expressed freely. Relationships are based on reciprocity, allowing for feedback on both substantive and interpersonal matters. The members’ attitude is positively critical, forward-looking, and collegial. More information about the general profile of Woonbron’s Supervisory Board can be found in the appendix.

Our board members are deeply committed to Woonbron’s work. Every board member must also possess the “At Home in the Neighborhood” spirit. All members truly care about our target group and our mission to be there for those who need us—to help contribute to our residents’ happiness in their homes.

Committees

Woonbron’s Supervisory Board has several special committees, namely the Compensation Committee, the Audit Committee, and the Social Responsibility Committee. All three committees primarily have a facilitating role to support decision-making within the Supervisory Board. On behalf of the Supervisory Board, the Remuneration Committee conducts annual performance and evaluation interviews with the directors and determines the compensation structure and the directors’ compensation. The Audit Committee monitors and evaluates the housing association’s financial reporting process as well as the audit, and reports its findings to the Supervisory Board. The Social Affairs Committee focuses on how Woonbron anticipates and aligns with social developments.

Due to the expiration of a member’s term on our Supervisory Board, we are seeking a Supervisory Board member with expertise in governance and legal affairs (intended chair of the Compensation Committee).

Who are we looking for?

This profile focuses on the organization’s legitimacy, governance, and accountability. We are seeking a dedicated board member with a broad legal background who possesses the seniority befitting the role of chair of our compensation committee. You have extensive experience with boardroom dynamics and a keen sense of the relationships between stakeholders. You have knowledge of and insight into the legal consequences of decisions and the potential resulting procedures. You also possess knowledge of organizational issues (HR) and can link the development of Woonbron’s organization to the strategic implications for employees and the organization in the long term. You have knowledge of modern governance relationships and a vision regarding oversight, compliance, and governance. You are able to serve as a sounding board for reflection on supervision and review by the Supervisory Board. You preferably have experience with integrity policies.

Other requirements

In addition, our supervisory board members should be curious and eager to learn, and able to contribute to decision-making within the Supervisory Board based on their expertise, exploratory skills, and creativity. You have strong communication skills and can get to the heart of the matter quickly and concisely. You are self-reflective and have an eye for decision-making processes and group dynamics. And you truly care about our target group and our mission to be there for those who need us.

Use of time

The time required for the Supervisory Board’s activities at Woonbron is based, at a minimum, on formal Supervisory Board meetings (including committee meetings), the annual evaluation of the Supervisory Board, informal meetings, and interactions with the Works Council and tenant organizations. The Supervisory Board is always represented at special events. The members of the Supervisory Board are actively engaged in their own training and professional development. They stay informed about developments in the sector and follow the Professional Education (PE) framework established by the VTW.

Compensation

The compensation for members of the Supervisory Board is determined in accordance with applicable laws and regulations and based on the Remuneration Code for Internal Supervisors issued by the Association of Housing Association Supervisors.

Procedure

Woonbron is being assisted in this process by the executive search firm Colourful People. For more information about the position, please contact Rick Verhoeven. He can be reached at 06-267 067 057 or via r.verhoeven@colourfulpeople.nl.

Please submit your application by March 20, 2024, via theColourful People website at. The first round of interviews with candidates will take place in week 15.

Fit and Proper Test, Housing Association Authority

In accordance with current regulations, the candidates selected by the Supervisory Board are submitted to the Housing Associations Authority (Aw) for a fit and proper test. You can find more information about this on theAw website at.

Diversity and Integration on the Supervisory Board

In addition to ensuring a broad social representation and a diverse membership drawn from the business community and nonprofit organizations, the goal is also to achieve a balance in terms of age, gender, and ethnicity, so that the experience gained within the Board can be sustained. The starting point is that at least 30% of the Supervisory Board members are women and at least 30% are men. At least half of the Supervisory Board members have a connection to Woonbron’s service area (Rotterdam, Delft, Dordrecht, Nissewaard).

At Woonbron, we embrace the power of diversity and strive to create an inclusive culture where everyone feels at home. The Supervisory Board believes that our differences make us stronger and help us take a broader view of our challenges. Your unique contribution completes our team.

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APPENDIX: COMPETENCIES AND CHARACTERISTICS OF WOONBRON BOARD MEMBERS

Legal duties

The Supervisory Board operates in accordance with the revised Housing Act and the Decree on Authorized Public Housing Institutions (BTiV 2015), the Governance Code for Housing Associations, Woonbron’s articles of incorporation, and the Rules of Procedure of the Supervisory Board. The Supervisory Board has the statutory duty to oversee the policies of the Board of Directors and the general affairs of the housing association and its affiliated subsidiary(ies). The Supervisory Board also advises the Board of Directors. The supervisory board members act in the best interests of the housing association and its affiliated company(ies).

Competencies for the Fit and Proper Test

The assessment of the fitness and propriety of directors and supervisory board members is enshrined in law through the so-called “fit and proper” test. The BTiV 2015 includes, as a supplement to Article 18, an appendix listing the competencies that a prospective supervisory board member must possess. This appendix was drafted in consultation with the Association of Housing Corporation Supervisors. The competencies that must be met are:

• Authenticity: consistent and open;
• Administrative insight: a sense of reality, common sense, and an awareness of the complexities faced by housing authorities;
• Bird's-eye view;
• Integrity and a strong sense of ethics; ethical, principled, and accountable;
• Social (environmental) sensitivity and responsibility: awareness of the specific (social) role of housing authorities;
• Forming independent judgments; having the courage to ask tough questions;
• Team player;
• Professional knowledge and vision: realistic, forward-looking, and risk-aware;
• Chairperson's skills (if applicable)
• Self-reflection.

Membership on the supervisory board is incompatible with any membership or position listed in theBTiV 2015 or Woonbron’s Articles of Incorporation.

Specific characteristics of members of the Supervisory Board

In addition to the competencies specified in the law, Woonbron places importance on a number of more specific areas of expertise and skills that must collectively be present within the board of commissioners. These are:

• Extensive management experience and/or experience as a board member
• Alignment with Woonbron’s social entrepreneurship mission
• No other outside positions that could give rise to a conflict of interest
• The ability to work as part of a team
• An active role in community life and a broad interest in social issues
• Analytical skills, an understanding of strategic decision-making processes (distinguishing between main and secondary issues, sufficient critical thinking skills, the ability to form independent opinions), and the (analytical) ability to deal with so-called information asymmetry
• Understanding decision-making processes
• Understanding the requirements that operational efficiency and business continuity place on an organization
• Enough time
• Integrity, authenticity, and high ethical standards
• Curiosity: Observing, Seeing, and Understanding
• Skilled at combining formal and informal sources of information
• Capable of forming an independent judgment.

Supervisory Board Suitability Matrix

The (re)appointment of supervisory board members must be reported to the Housing Associations Authority. A positive opinion from the Housing Associations Authority is required in order to proceed with the appointment. The suitability matrix is one of the documents that must be submitted. When drafting the profiles for the supervisory board, areas of focus are identified. The following principles apply:

• Certain areas of focus may appear in combination in a profile;
• A distinction is made between the following levels:
• Is familiar with the focus area (L)
• Has a good understanding of and experience with the area of focus (M)
• Can be considered an expert in the field (H).

When selecting and composing the Supervisory Board, the rule is that for each profile, at least one member must be an expert in the relevant field, and the others must be knowledgeable or have a good understanding of it. As a standard, in the interest of ensuring a complementary composition, all areas of focus must collectively be covered at least at an average level within the team. An individual’s expertise in a particular area must not lead to that person becoming the “owner” of that area. After all, all supervisory board members are responsible for assessing and reviewing all policy areas.

The Woonbron Supervisory Board uses the following profiles:

1. Public Housing and Social Affairs, Tenants' Representative
2. Finance, with specific expertise in real estate financing
3. Real Estate Development, Management, and Sustainability
4. Human Resources and Organizational Development
5. Governance and Legal
6. Digital and IT, with an interest in PR and communications

Diversity and Integration on the Supervisory Board

In addition to ensuring a broad social representation and a diverse membership drawn from the business community and nonprofit organizations, the goal is also to achieve a balance in terms of age, gender, and ethnicity, so that the experience gained within the Board can be sustained. The starting point is that at least 30% of the Supervisory Board members are women and at least 30% are men. At least half of the Supervisory Board members have a connection to Woonbron’s service area (Rotterdam, Delft, Dordrecht, Nissewaard).

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PROFILES OF THE RVC WOONBRON

The Supervisory Board operates on the principle that all members are generalists who together form a multidisciplinary team. The members are decisive and results-oriented, and are capable of engaging in rigorous discussions in a collegial manner. They have a clear understanding of the position and role of the supervisory body and share an affinity with Woonbron’s objectives and target groups. Woonbron’s objectives are served. The members are independent, objective, and free from any appearance of a potential conflict of interest or accountability to their constituents, toward one another and the board. In addition to the legal requirements and the necessary broad expertise within the Supervisory Board, it must also consist of individuals who can work well together.

Woonbron’s Supervisory Board has several special committees, namely the Compensation Committee, the Audit Committee, and the Social Responsibility Committee. All three committees primarily have a facilitating role to support decision-making within the Supervisory Board. On behalf of the Supervisory Board, the Remuneration Committee conducts annual performance and evaluation interviews with the directors and determines the compensation structure and the directors’ compensation. The Audit Committee monitors and evaluates the housing association’s financial reporting process as well as the audit, and reports its findings to the Supervisory Board. The Social Affairs Committee focuses on how Woonbron anticipates and aligns with social developments.

The Board of Directors and the Supervisory Board are organized horizontally. There is an open atmosphere in which intentions and expectations can be expressed freely. Relationships are based on reciprocity, allowing for feedback on both substantive and interpersonal matters. The members adopt a critical yet collegial approach. All of this stems from a deep commitment to Woonbron’s work. The “At Home in the Neighborhood” spirit must also be present in every supervisory board member.

Nomination Committee Members

Woonbron has two tenant representatives on the Supervisory Board; these are appointed upon the recommendation of the tenant representatives. This right of nomination allows the tenant organization to influence the composition of the Supervisory Board. In addition, the tenant representatives hold regular consultations with the tenant associations.

Tenant commissioners hold an independent position, free from any influence or consultation with tenant or resident organizations. They serve the overall interests of the business and those of all stakeholders. However, a tenant representative is expected to have the confidence of the nominating body and, when weighing the various interests, to pay particular attention to the interests of the tenants.

Chairperson

The chair serves as a member of the Supervisory Board. The chair is specifically responsible for:

• Chairing the Supervisory Board meetings;
• Ensuring the proper functioning of the Supervisory Board;
• Ensuring transparency and accountability regarding the functioning of the Supervisory Board;
• Identifying conflicts of interest among members of the Supervisory Board;
• Ensuring the full participation of the members of the Supervisory Board;
• Coordinating a team of board members with diverse backgrounds and personalities;
• Ensure that the Supervisory Board conducts an annual self-evaluation, during which the performance of individual Supervisory Board members is periodically reviewed;
• Conducting performance reviews with the board (together with the compensation committee);
• Monitoring the quality of communication between management and the Supervisory Board;
• Monitoring the quality of communication between the Tenants' Council and the Supervisory Board.

The chairperson maintains contact with the board of directors and keeps the supervisory board informed of these contacts. He is easily accessible to the board of directors and the members of the supervisory board.

In addition to the general qualities, he or she possesses the following qualities:

• Extensive administrative and/or supervisory experience in a complex environment
• A respected leader with a proven track record as chairperson
• Strong analytical skills and decisive
• Relaxed, level-headed, focused on collaboration
• Strong focus on proper governance and compliance
• Able to ensure that everyone is treated fairly in difficult situations
• An up-to-date professional network relevant to Woonbron within the public sector (particularly in The Hague)
• Broad general knowledge and interest
• Helps you stay organized and calm
• Connector, motivator, sounding board for executives, leadership.

Profile 1: Public Housing – Social Services

The public housing and social services profile focuses on public housing challenges in relation to various stakeholders. The holder of this profile is expected to serve as an expert in the following areas:

• Knowledge of relevant laws and regulations (Housing Act, BTIV)
• Experience in managing or overseeing a housing authority or other social institution
• Understanding of stakeholders (such as tenants, municipalities, and external regulators) and when and how to inform and engage them
• Knowledge of and/or experience in the social and political arena, at the national, regional, and, if possible, local levels
• Knowledge of the (local) housing market
• Knowledge of the (local) target groups and the associated challenges for the housing association(s)
• Able to assess the risks associated with rental policies
• Knowledge of and/or experience with resident participation, social management, and self-management initiatives
• Knowledge of and/or experience with housing and care, and social real estate
• Knowledge of and understanding of social processes
• Political alignment and experience

Profile 2: Financial

This role is primarily focused on ensuring the organization’s financial continuity in the broadest sense. The person in this role is expected to serve as an expert in the following areas:

• Knowledge of and/or experience with issues related to Woonbron’s financing and financial stability, including knowledge of investments and financing;
• Knowledge of and understanding of financial risks for Woonbron and the relevant requirements and regulations, including in the areas of treasury and investments;
• Able to assess investment decisions in terms of risk;
• Knowledge of and understanding of management techniques focused on management and control (risk management);
• Knowledge of the rules governing (financial) (annual) reporting;
• A broad interest in financial and economic issues.

Profile 3: Real Estate Management and Development

This position focuses on the careful management and development of the real estate portfolio. The candidate is expected to serve as an expert in the following areas:

• Knowledge of relevant laws and regulations, including rules regarding the procurement and outsourcing of work, land-use policy, and construction policy;
• Knowledge of developments in the field of sustainability;
• Knowledge of or experience with area development and project development;
• Able to assess investment decisions in terms of risk;
• Knowledge of or experience with strategic inventory policy, management and maintenance issues, asset/portfolio management, and value-based management;
• Knowledge of real estate valuation methods;
• An understanding of how the housing market and the (healthcare) real estate market function;
• Insight into home sales, real estate brokerage, and marketing techniques.

Profile 4: Human Resources – Organizational Development

This profile is expected to contribute to issues related to human resources policy and organizational development. The role of expert is sought for the following sub-areas:

• Knowledge of and insight into issues related to HR policy, talent development, working conditions, sustainable employability, and terms of employment;
• Knowledge of employee participation issues;
• Knowledge of and experience with organizational development, cultural and change processes, and change management.

Profile 5: Governance – Legal Affairs

This profile focuses on the organization’s legitimacy, governance, and accountability. The expert role is required to address the following areas:

• Understanding of and insight into the functioning of external regulators, in terms of their objectives, resources, and authority
• Knowledge, insight, and authority to be recognized and valued by external regulators—including the Dutch government, such as the Ministry of the Interior and Kingdom Relations (BZK)—as an equal and authoritative partner, as well as experience in balancing financial and public housing objectives.
• Knowledge of and understanding of the legal consequences of decisions and any resulting proceedings;
• Knowledge of and perspective on supervision, compliance, and governance;
• Knowledge of and experience with (the development and implementation of) integrity policies;
• Knowledge of articles of incorporation/bylaws;
• An understanding of the dynamics between the parties.

Profile 6: Digital Services – IT

This profile focuses on developments in the field of digital services and how the organization can respond to them. The expert role is sought for the following sub-areas:

• Knowledge of recent developments in the field of digital services;
• Knowledge of and understanding of the use and potential applications of ICT;
• Knowledge of and understanding of how social media works and its potential applications;
• An interest in communication and PR techniques.