Trust Board Independent Chair

The Trust Board Independent Chair leads the effective operation of the CDP Trust Board, ensuring that Trustee Directors act in accordance with the Trust Deed and the Articles of Association, uphold CDP’s employee ownership ethos, and maintain appropriate focus on the long-term culture, values and financial safeguarding of the business. Working alongside the Company Board and executive leadership, the role provides independent oversight on behalf of CDP’s Employee Ownership Trust, helping ensure the interests of current and future employee owners are reflected in key strategic decisions.

The Chair will facilitate constructive, well-informed discussion, encourage the contribution of all Trustee Directors, and work with the Company Secretary to set clear agendas and maintain a timely flow of high quality supporting information.

The role is accountable to the Trust Board / Trustee Directors and must be carried out in accordance with the rules stated in the Trust Deed and the Articles of Association.

Job Duties and Responsibilities

Trust Board purpose and operating rhythm:

• Ensure the Trustee Directors fulfil their responsibilities on behalf of employee owners, in accordance with the Trust Deed and agreed governance framework.
• Support the Trust Board in acting as the ultimate guardian of the culture and values of the business, including monitoring whether the business reflects those values.
• Maintain appropriate focus on the long-term financial safeguarding of the business for current and future employee owners.
• Chair four Trust Board meetings per year at CDP’s Head Office in Cambridge, with additional short meetings as required, which may take place virtually.

Chair responsibilities:

• Provide effective leadership to the Trust Board, ensuring its discussions, decisions and activities align with its responsibilities under the Trust Deed and governance framework.
• Work with the Company Secretary to develop forward agendas that support the Trust Board in fulfilling its responsibilities, including consideration of matters requiring review, approval or ratification, and ensuring relevant agenda items proposed by Trustee Directors, the Company Board and the Leadership Team are appropriately considered and scheduled.
• Encourage all Trustee Directors to engage fully in meetings.
• Provide independent guidance and constructive challenge, working collaboratively with the CEO and Chair of the Company Board where appropriate.
• Ensure a timely flow of high-quality supporting information to enable effective Trust Board decision-making.
• Ensure decisions and outcomes of meetings are communicated at a suitable high level with employee owners.
• Lead a high-level review of the Trust Board every two to three years, considering Board composition, effectiveness and ways of working, and reviewing the terms of reference and governance arrangements to ensure they remain appropriate and effective

Skills and Attributes

• Strong chairing capability, with the confidence to facilitate balanced discussion and constructive challenge.
• Knowledge of corporate governance and the ability to apply governance principles proportionately in an employee-owned business context.
• Clear communication skills and an ability to ensure decisions and outcomes are understood at an appropriate level.
• Independent judgement, ethical conduct and a strong sense of stewardship.
• Ability to build effective relationships with the CEO, FD, Chair of the main Company Board, leadership team and elected Trustee Directors.
• Ability to help, support and encourage elected internal Trustee Directors.
• Affinity with CDP’s values and an understanding of businesses with a purpose beyond profit.
• Self-awareness and high emotional intelligence.
• Genuine enthusiasm for CDP’s business and willingness to dedicate the time and effort required for the role.

Experience and Knowledge

• Experience as a Chair and knowledge of corporate governance.
• Experience of employee-owned businesses, ideally having supported an organisation through the development and maturation of an Employee Ownership Trust.
• Exposure to an entrepreneurial, technology, engineering or innovation-led business environment is desirable.
• Demonstrable experience of providing independent oversight, constructive challenge and strategic guidance at board level

Appointment Details:

• Three-year appointment, renewable for up to a further three years.
• This will be a salaried role, with an expected commitment of 1 day a month.
• Four scheduled Trust Board meetings each year, plus occasional additional meetings and stakeholder discussions.
• Meetings are primarily held at CDP Headquarters, with some meetings taking place virtually.