The BHF is a company limited by guarantee, incorporated in England on 28 July 1961, and registered at Greater London House, 180 Hampstead Road, London NW1 7AW.
Our Articles of Association were last amended on 31 March 2016. Our Articles of Association provide for a limitation of member liability to £1.
The BHF is a registered charity in England and Wales (charity number 225971) and in Scotland (charity number SC039426).
Further details of our corporate structure can be found in the Legal and Governance pages of our Annual Report and Accounts.
Our Board of Trustees
The Board of Trustees is responsible for the governance and strategy of the BHF. The Board is made up of 14 Trustees, comprising a mix of medically-qualified and lay members. The Trustees have full legal responsibility for the actions of the BHF. Members are appointed for a renewable term of three years and are the directors of the company for the purposes of the Companies Act 2006.
The Board meets at least four times a year and delegates day-to-day responsibility for the running of the BHF to the Executive Group. It has approved and adopted a Conflicts of Interest Policy and Code of Conduct.
Our Governance Streams
The Board also delegates specific responsibilities and activities to various specialist sub-committees (see below), including the Audit & Risk, Investment, Retail, Nominations and Remuneration committees.
Our investment in research is overseen by five medical committees with responsibility for specific areas of Research including the review of grant requests and other scientific award proposals. For further information on our research strategy and committees please visit our research section.
To clarify the role and function of each committee we have adopted a structure whereby each committee is placed in one of three streams: Governance, Operational or Advisory.
In this way, the broad function of each committee and the way they contribute to the running of the BHF is immediately apparent:
To ensure all decisions are informed and appropriate for the BHF, where it is beneficial to the BHF, the Trustees have delegated certain tasks to directly accountable committees (the ‘Governance Committees’). Each of these committees has members who are independent of the Trustees and have relevant specialist knowledge.
Chaired by Iain Mackay, a member of the Board of Trustees, the Audit & Risk Committee is responsible for reviewing and evaluating the risk management and internal control of financial and non-financial risks. It also assesses the role and effectiveness of our internal audit function and ensures the organisation responds effectively and efficiently to any recommendations for change. This committee recommends the external auditor to be used by the BHF, reviews the BHF’s annual financial statement, recommends the reserves policy and develops policy and approval processes for non-audit services by the external auditor.
Chaired by Dr Doug Gurr, Chair of the Board of Trustees, the Nominations Committee is responsible for recommending individuals for appointment or re-appointment as Trustees or Council Members, conducting skills audit of the Board of Trustees and Council, and establishing an Induction and Training Programme for Trustees and Council Members. It is also responsible for recommending individuals for appointment as Chairs of some of the BHF’s Committees, as well as overseeing the search and selection of the Chief Executive, Finance Director and Medical Director.
Chaired by Denise Collis, the Remuneration Committee is responsible for ensuring that clear and effective arrangements are in place for the appraisal of the Chief Executive and for determining and regularly reviewing the broad senior management remuneration policy. This Committee may advise the Executive Group on the general remuneration policy of the BHF.
The Operational Committees review and make decisions on key operational matters on behalf of the Board of Trustees in the following areas:
- Chairs and Programme Grants Committee is responsible for assessing basic and clinical cardiovascular research grant applications and selecting those for award, in line with the guidelines set by the Board of Trustees. Applications include those for Personal Chairs, Programme Grants, Special Projects, Clinical Studies, New Horizons Grants, Infrastructure Grants and Strategic Awards. The Committee also ratifies Translational Research Awards recommended by the Translational Research Advisory Board, and awards made in partnership with external research funders.
- Project Grants Committee is responsible for assessing applications for Project Grants and selecting those for award.
- Fellowships Committee is responsible for assessing basic and clinical research grant applications for Fellowships for researchers at various stages of their careers from PhD level to senior scientist and selecting those for award.
- Clinical Studies Committee is responsible for the approval and monitoring of applications for clinical studies
- Translational Awards Committee is responsible for the approval and monitoring of applications for translational research awards
- Investment Committee assists the Board of Trustees in safeguarding the charity’s investment and cash assets and reviewing and recommending the investment and treasury policies, including the BHF’s stance on ethical investment. It is responsible for appointing and fixing the remuneration of advisers and investment and cash managers, setting appropriate risk and return benchmarks for the portfolio, and regularly monitoring performance against those benchmarks.
The BHF Advisory Communities cover specific areas of expertise each designed to support BHF’s key strategic themes. Working with supporters, specialist advisers, patient representatives and other key stakeholders to drive the new strategy through its key themes, the groups:
- Provide tailored, expert support and advice to the Board and Executive Group;
- Keep the Board appraised of major issues and concerns; and
- Provide a forum for stakeholder involvement and consultation to inform the BHF’s work.
The Advisory Communities currently include:
- Retail Committee assists the BHF by reviewing the medium- and long-term development strategy of BHF’s Retail Division, as well as providing advice and assistance on UK trading generally.
- Fundraising Board.