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SIS Ventures – Chair

Remuneration: The role of Chair is not remunerated although reasonable expenses for travel may be claimed.
Location: SIS is based in Edinburgh however operates across Scotland and meetings will regularly take place in other locations.

Time commitment: The SIS Ventures board is expected to meet at least four times per annum. The SIS Ventures Chair will also be a member of the SIS board which meets at least 5 times per annum, including an away day with ad hoc single item agenda meetings as required.The SIS Ventures Chair will also be expected to have regular meetings with the Fund Manager and the SIS CEO. They will also represent the organisation at various events and meetings with key stakeholders.

Reporting to: SIS Chair and Board of Directors

Job Description

SIS Ventures is a newly created subsidiary of Social Investment Scotland, a registered charity and one of Scotland’s largest funders of charities and social enterprises. SIS Ventures, which will soon seek authorisation from the Financial Conduct Authority (FCA), will have responsibility for a new stream of activity using mission aligned investment raised from private investors. By supporting mission driven entrepreneurs, SIS Ventures intends to lead the way in the expansion of this activity in Scotland, supporting the achievement of both financial and social objectives. SIS Ventures will invest in both traditional forms of social enterprise using investment raised using Social Investment Tax Relief (SITR) and more innovative mission-led business models using capital raised under the Enterprise Investment Scheme (EIS).

As well as providing the link between this new entity and the main SIS board, the SIS Ventures Chair will play a significant role in acting as a figurehead for this new fund. The Chair will not only support the organisation to raise this new investment, but also help form the SIS Ventures Investment Committee that will deploy investment in line with newly developed criteria. The Chair will have experience in fund management, ideally having held a senior position in an authorised firm.

Principal responsibilities
Strategic leadership  Provide leadership to SIS Ventures and its board, ensuring that the new organisation fulfils its objectives  Ensure that the directors of SIS Ventures (see indicative board structure below) fulfil their duties and responsibilities for the effective governance of the subsidiary;  Ensure that the Ventures board operates in line with all relevant governance requirements, in particular those pertinent to the FCA, and the overall charitable objectives of the SIS group.  Ensure that the board is able to review major risks and associated opportunities regularly, and satisfy itself, in partnership with the SIS Audit and Risk Committee, that systems are in place to take advantage of opportunities and manage and mitigate the risks;  Ensure that the Ventures board fulfils its duties to ensure the financial accountability of the subsidiary in line with the reporting requirements of the wider SIS group. Governance  Ensure that the SIS Ventures board governance arrangements are working in the most effective way, and compliant with the wider requirements of the Group;  Establish and have oversight of a SIS Ventures Investment Committee with a clear remit and terms of reference;  Ensure effective linkages with the SIS governance environment the main board and all other relevant committees, and in particular the Audit and Risk Committee and the Portfolio Risk Committee.  Establish any other board committees and working groups required to ensure that the organisation is fulfilling its duties effectively;  Develop the knowledge and capability of the Ventures board;  Address and resolve any conflicts within the Ventures board;  Review and appraise the performance of the individual directors and the board on a regular basis, in line with the committee and board self-appraisal process operational across the group;  Ensure that the board and in particular its investment committee is regularly refreshed and incorporates the right balance of skills, knowledge and experience needed to govern and lead the subsidiary effectively, working in partnership with the chair of the RemCom;  Work within all agreed board policies adopted by the organisation. External Relations  Act as an ambassador for SIS Ventures, the wider SIS group and in particular social enterprise, social investment including new models of mission aligned investment;  Working with the SIS team and the wider board of directors, support the maintenance and development of close relationships with fund investors and other key stakeholders;  Act as a spokesperson for SIS when appropriate in partnership with the CEO;  Represent SIS Ventures at external functions, meetings and events;  Alongside the SIS Ventures Fund Manager and the CEO, address any potential conflict with external stakeholders. Efficiency and effectiveness  Chair meetings of the Ventures board effectively and efficiently, bringing impartiality and objectivity to the decision making process;
 Ensure that directors are fully engaged and that decisions are taken in the best, long-term interests of SIS Ventures and the wider SIS group, and that the Ventures board takes collective ownership;  Foster, maintain and ensure that constructive relationships exist with and between the directors;  Work closely with the Ventures Fund Manager to give direction to Board policy-making and to ensure that meetings are well planned, meaningful and reflect the responsibilities of directors;  Monitor that decisions taken at meetings of the Ventures board are implemented;  Report to the SIS board on the activities of SIS Ventures. Relationship with the SIS Ventures Fund Manager, the CEO and the wider management team  Establish and build a strong, effective and a constructive working relationship with the Fund Manager, ensuring s/he is held to account for achieving fund objectives;  Support the Fund Manager whilst respecting the boundaries which exist between the two roles;  Ensure regular contact with the Fund Manager and the SIS CEO (where appropriate) and develop and maintain an open and supportive relationship within which each can speak openly about concerns, challenges and opportunities; SIS Ventures Board structure SIS Ventures is expected to establish a board that is made up of the following: – SIS Ventures Chair; – SIS Ventures Fund Manager; – SIS CEO; – A member of the SIS Audit and Risk Committee with significant risk management and/or legal experience; – A member of the SIS Portfolio Risk Committee and therefore with significant experience in investment and credit risk; – A further two independent members of the board that brings additional expertise relevant to the objectives of the fund.

The SIS Chair may attend meetings of the Ventures board on an ex-officio basis. Other members of the SIS board may be asked to attend/observe Ventures board meetings at the invitation of the Ventures Chair.

The SIS Ventures Chair (and board members) will serve a two-year term to be eligible for re-appointment for up to two additional terms. In addition to chairing meetings, the Chair has the right to attend meeting of other fund boards, board committees and working groups as appropriate, and with the agreement of the respective chairs of such groups.
Next steps
If you’re interested then please send your CV to before 5pm on Friday 4th August and we can arrange an informal chat about this opportunity. More formal interviews with the SIS board will take place in August.

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