Vacancy -- Non-Executive Director - WGC Holdco

In March 2013 the Welsh Government, through the establishment of WGC Holdco, acquired Cardiff International Airport Ltd to secure its future, re-invigorate activity levels and ensure its continued contribution as an asset to the economy and people of Wales. WGC Holdco is a Private Limited Company operated as a wholly-owned commercial business independent from the Welsh Ministers who exercise their responsibility for the public funds invested in the Company through WGC Holdco and this Management Arrangement.

WGC Holdco has three primary responsibilities, as set out in the Management Agreement with CIAL. These are to:

• Approve the annual business plan.

• Monitor and assure progress against the annual business plan.

• Agree to “consent matters” which relate to reserved activities which CIAL may wish to undertake, especially outside the normal business planning cycle.

Board’s Role

The Chair and board members are appointed in accordance with the Articles of Association of WGC Holdco and are collectively responsible for:

• Providing effective leadership; defining and developing strategic direction and setting challenging objectives.

• Promoting high standards of public finance, upholding the principles of regularity, propriety and value for money.

• Ensuring that the WGC Holdco activities are conducted efficiently and effectively.

• Monitoring performance to ensure that the WGC Holdco fully meets its aims, objectives and performance targets.

• Ensuring that effective arrangements are in place to provide assurance on risk management, governance and internal control. The board is expected to assure itself of the effectiveness of the internal control and risk management systems.

The role will be to stand alongside the WGC Holdco Non-Executive Directors and provide an independent and objective perspective and business oversight experience to support its ownership of Cardiff International Airport Limited (CIAL).

Your primary duty will be to ensure that Welsh Ministers receives value for their shareholding in CIAL. The Board of WGC Holdco is accountable to the Welsh Government’s Cabinet Secretary for Economy and Infrastructure.

You will have the same general legal responsibilities to WGC Holdco as any other Companies Act director. The board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs.

WGC Holdco has three primary responsibilities, as set out in the Management Agreement with CIAL. These are to:

• Approve the annual business plan.
• Monitor and assure progress against the annual business plan.
• Agree to “consent matters” which relate to reserved activities which CIAL may wish to undertake, especially outside the normal business planning cycle.

CIAL and its board of directors are responsible for the operational activities of the company and for forming and delivering its business strategy.

In your role as a Non-Executive Director you will be required to:

• Constructively challenge proposals received from CIAL.

• Attend WGC Holdco meetings on a regular basis (currently anticipated to be every 8 weeks).

• Consider Consent matters for CIAL in a timely fashion, noting that in a sector as dynamic as the aviation industry, from time to time some of these decisions will need to be made at very short notice.

• Scrutinise the performance of CIAL in meeting agreed goals and objectives and monitor the reporting of performance by CIAL.

• Uphold high standards of integrity and probity and support the Chair and the other directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

• Ensure the financial viability of CIAL and WGC Holdco are maintained and no proposals made by CIAL Board act contrary to the interests of the shareholder.

• Take into account the views of shareholders and other stakeholders where appropriate.

• Sign off the annual accounts of WGC Holdco and ensure that any statements made fully reflect the financial position of the Company.

You will have regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and relevant Welsh Government guidance on corporate governance and Code of Conduct for Civil Servants.

You will be expected to perform your duties, whether statutory, fiduciary or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.

You will exercise your powers in your role as a company director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated regulations and legislation.

You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006, including the duty to promote the success of the company.

The Non-Executive Director will be expected to focus on WGC Holdco board matters and not stray into ‘executive direction’ of CIAL’s operational activity.

The Welsh Government acknowledges the importance of developing and growing bilingual capabilities in public appointments in Wales, and welcomes applications from candidates who demonstrate their capability to work in both English and Welsh.  The following list of language requirements represents an objective assessment by the recruiting body of the Welsh language skills required to undertake the duties of this particular post.

You will be able to provide general counsel and a different perspective on matters of concern. You should be able to provide guidance on particular issues before they are raised at board meetings, drawing on your specialist expertise and experience.

You will be able to uphold high standards of integrity and probity. This will include the Company’s governance, decision-making and financial management assurances when considering, promoting and safeguarding regularity, propriety, affordability, sustainability, risk, and value for money across the public sector; and accounting accurately and transparently, for the company’s financial position and transactions. You must be able to ensure high standards of probity in the management of public funds.

To be considered, you must be able to demonstrate that you have the qualities, skills and experience to meet all the essential criteria for appointment.

Essential Criteria

• The ability to act as an effective board member.
• The ability to advise on high value projects and transactions.
• An understanding of corporate finance issues for both public and private sector organisations.
• The ability to scrutinise strategic plans and business plans, and provide. constructive feedback to foster the success of the organisation.
• The ability to appraise and advise on business opportunities.

03/05/2017, 23:55

For further information regarding the selection process, please contact:

The Corporate Shared Service Centre
Tel: 029 2082 5454
Email: sharedservicehelpdesk@wales.gsi.gov.uk

For further information regarding the role of the WGC Holdco and the role of Non-Executive Director please contact Simon Jones:

Tel: 0300 025 8854
Email: Simon.Jones@Wales.gsi.gov.uk

To apply for this role, click on the ‘Apply’ button below. The first time you apply for a post, you will need to complete a registration form for the Welsh Government’s online application system.  You will only need to register once, and you will be able to keep yourself updated on the progress of your application, and any other applications you make, via your registered account.

Once you’ve registered, you’ll be able to access the application form.  To apply you will need to submit two supporting documents. The first, a document outlining how your knowledge, skills and experiences meet the criteria for the role as outlined in the information for candidates.  This document should be no more than 2 sides of A4.  Your application may be rejected if you exceed this limit.  The second document is a full, up to date CV.  The two documents should be uploaded to the ‘Reasons for applying’ section of the online application form.

In your application, you will also be asked to provide details of any activities which have helped you to develop skills that would be useful in a public appointment role, and list the organisations for which you undertook these activities.  We also need to know about any political activity that you’ve undertaken over the last 5 years. 

It is recommended that you register for an account and access the application form as soon as possible so that you see how the application form is structured, before starting to prepare your evidence.  You don’t have to complete the application form all in one go.  You can save your responses, and log in and out as required, until you’re ready to submit – just follow the guidance in the application form.

If you’d like to apply for this opportunity in Welsh, please use the ‘Newid Iaith / Change Language’ link at the top of this page, to take you to the Welsh version of this advert, from which you can apply in Welsh.

If you need any further assistance in applying for this role, please contact the Welsh Government’s Corporate Shared Service Centre Helpdesk on 029 2082 5454 or SharedServiceHelpdesk@wales.gsi.gov.uk 

For further information about Public Appointments in Wales, please visit www.gov.wales/publicappointments