Decision Maker: Shareholder Committee
Decision status: Recommendations Approved
Is Key decision?: No
Is subject to call in?: Yes
The Chairman advised that he had agreed to add one item of urgent business to the agenda relating to Company Governance Arrangements as the matter had arisen after agenda publication and a decision was required as soon as practicable.
The Assistant Director: Law and Governance submitted an exempt report which sought agreement to make changes to the governance arrangements of council owned companies following a review.
As part of the review, the mirroring of director board members of Graven Hill Village Development Company Ltd (DEVCO) and Graven Hill Village Holdings Ltd (HOLDCO) was proposed with one remuneration for sitting on both boards. Councillors Corkin and Sames would therefore be appointed to HOLDCO and Councillors Hallchurch, Turner and Hughes would have their nominations withdrawn. The Committee endorsed the proposal and extended its thanks to Councillors Hallchurch, Turner and Hughes for their hard work in their roles as director board members of HOLDCO.
(1) That the work undertaken to by the Commercial Governance Team under the supervision of the Assistant Director Law & Governance to ensure good company governance be noted.
(2) That the mirroring of director board members of Graven Hill Village Development Company Ltd (DEVCO) and Graven Hill Village Holdings Ltd (HOLDCO) be approved and consequently the nominations of Councillors Hallchurch, Turner and Hughes from HOLDCO be withdrawn and Councillors Corkin and Sames be appointed.
(3) That the thanks of the Shareholder Committee to Councillors Hallchurch, Turner and Hughes for their work on the Graven Hill companies be formally recorded.
(4) That the agreement of the Shareholder representative to allow changes to the articles of DEVCO and HOLDCO to remove the quorum requirement for directors who are council officers to be present be noted.
(5) That the development of the competency framework for the Independent Remuneration Panel to determine if Non-Executive Directors (NEDs) should be remunerated be approved.
(6) That the change of remuneration for Member NEDs who sit on both HOLDCO & DEVCO so they receive one payment for sitting on both boards be approved.
(7) That the separation of the shareholder representative and banker functions and the appointment of the Executive Director Finance & Governance as banker be noted and the Chief Executive be requested to appoint a shareholder representative from 10 December 2018 when the current shareholder representative leaves the authority.
Subject to Urgent Proceedings: No
Publication date: 07/12/2018
Date of decision: 03/12/2018
Decided at meeting: 03/12/2018 - Shareholder Committee
Effective from: 05/12/2018