Agenda, decisions and draft minutes

Resolved

Councillor David Hingley be appointed as Chairman of the committee for 2024/25.

Resolved

Councillor Lesley McLean be appointed as Vice Chairman of the committee for 2024/25.

Members are asked to declare any interest and the nature of that interest which they may have in any of the items under consideration at this meeting.

There were no declarations of interest

To confirm as a correct record the Minutes of the meeting of the Committee held on 13 March 2024.

The minutes of the meeting of the Committee held on 13 March 2024 were confirmed as a correct record and signed by the Chairman.

To receive communications from the Chairman

The Chairman welcomed everyone to the meeting, and the participants were introduced.

The Chairman proposed that the agenda be as publicly available as possible for increased transparency in future meetings.

The Chairman to advise whether they have agreed to any item of urgent business being admitted to the agenda.

There were no items of urgent business.

Report of the Shareholder Representative

Purpose of the report

To brief the Committee regarding progress with improved governance of executive remuneration and seek its agreement to a number of recommendations about the bonus scheme and payments in accordance with it.

Recommendations

The Shareholder Committee is recommended:

1.1           Accept GHVDC’s Remuneration Committee’s proposed bonus payments for 2023/24.

1.2           Endorse the principles and approach set out in the company’s confidential reports attached as Confidential Appendix 1 to this report.

1.3           Ask the Remuneration Committee to review the scheme each year before the bonus appraisal process commences and advise the Shareholder Committee of any changes.

1.4           Ask the Remuneration Committee to ensure that the benchmarking exercise is repeated periodically in accordance with sector best practice to ensure that the scheme remains consistent with good practice in the market.

1.5           Specify that changes to the bonus scheme for future years must be submitted to it for its approval before being implemented and before the financial year to which it relates.

Resolved

(1)          That GHVDC’s Remuneration Committee’s proposed bonus payments for 2023/24 be accepted.

(2)          That the principles and approach set out in the company’s confidential reports attached as Confidential Appendix 1 to this report be endorsed.

(3)          That the Remuneration Committee review the scheme each year before the bonus appraisal process commences and advise the Shareholder Committee of any changes.

(4)          That the Remuneration Committee ensure that the benchmarking exercise is repeated periodically in accordance with sector best practice to ensure that the scheme remains consistent with good practice in the market.

(5)          That changes to the bonus scheme for future years be submitted to it for its approval before being implemented and before the financial year to which it relates.

The committee consider a report from the Shareholder Representative regarding progress with improved governance of executive renumeration and to seek its agreement to a number of recommendations about the bonus scheme and payments in accordance with it.

Resolved

(1)          That GHVDC’s Remuneration Committee’s proposed bonus payments for 2023/24 be accepted.

(2)          That the principles and approach set out in the company’s confidential reports attached as Confidential Appendix 1 to this report be endorsed.

(3)          That the Remuneration Committee review the scheme each year before the bonus appraisal process commences and advise the Shareholder Committee of any changes.

(4)          That the Remuneration Committee ensure that the benchmarking exercise is repeated periodically in accordance with sector best practice to ensure that the scheme remains consistent with good practice in the market.

(5)          That changes to the bonus scheme for future years be submitted to it for its approval before being implemented and before the financial year to which it relates.

The following items of business contain exempt information as defined in the following paragraphs of Part 1, Schedule 12A of Local Government Act 1972.

3       Information relating to the financial or business affairs of any particular person (including the authority holding that information)

Members are reminded that whilst the following items have been marked as exempt, it is for the meeting to decide whether or not to consider each of them in private or in public. In making the decision, members should balance the interests of individuals or the Council itself in having access to the information. In considering their discretion members should also be mindful of the advice of Council Officers.

Should Members decide not to make a decision in public, they are recommended to pass the following recommendation:

“That, in accordance with Section 100A(4) of Local Government Act 1972, the press and public be excluded from the meeting for the following items of business, on the grounds that they could involve the likely disclosure of exempt information as defined in paragraphs 3 of Schedule 12A of that Act and that in all the circumstances of the case, the public interest in maintaining the exemption outweighs the public interest in disclosing the information.”

Resolved

That, in accordance with Section 100A (4) of Local Government Act 1972, the press and public be excluded from the meeting for the following items of business on the grounds that they could involve the likely disclosure of exempt information as defined in paragraph 3 of Schedule 12A of that Act and that in all the circumstance of the case, the public interest in maintaining the exemption outweighs the public interest in disclosing the information.

Graven Hill Village Development Company (GHVDC) have regular board meetings. The meeting minutes have been presented to the Shareholder Committee for information.

Recommendations

For the Shareholder Committee to receive Graven Hill Village Development Company’s (GHVDC) board minutes for any meetings held since the last Shareholder Committee meeting on 13 March 2024.

Minutes of the 25 April 2024 are attached. 

The Committee were presented with the minutes of Graven Hill Village Development Company (GHVDC) board meetings held since the last Shareholder Committee meeting on 13 March 2024.

Resolved

That the Committee received Graven Hill Village Development Company’s (GHVDC) board minutes of 25 April 2024.

The Committee asked detailed questions as set out in the exempt minutes.

Exempt report of the Shareholder Representative

Resolved

(1)          That the Graven Hill Village Development Company (GHVDC) Quarter Four Business Report be noted and commented on.

(2)          That the Graven Hill Village Development Company (GHVDC) Quarter Four Business Report be approved.

(3)          That the Savills Report be noted and a briefing to be received prior to the next Committee from officers on any implications arising from the report.

The Committee received an exempt report from the Shareholder Representative, that detailed Graven Hill Village Development Company (GHVDC) Quarter Four (2023/24) Business Report and a verbal Q1 (2024/25) Flash Update.

Resolved

(1)          That the Graven Hill Village Development Company (GHVDC) Quarter Four Business Report be noted and commented on.

(2)          That the Graven Hill Village Development Company (GHVDC) Quarter Four Business Report be approved.

(3)          That the Savills Report be noted and a briefing to be received prior to the next Committee from officers on any implications arising from the report.

Exempt report of the Assistant Director of Law and Governance and Monitoring Officer

Resolved

(1)          That the updated Graven Hill Governance Review Action Plan be approved

The Committee considered an exempt report from the Monitoring Officer and Assistant Director of Law and Governance, presenting an update of the Governance Review Action Plan. The action plan commenced following a request at the Shareholder Committee meeting dated 05 July 2023 to ensure oversight of the remaining actions emerging from the Womble Bond Dickinson report.

Resolved

(1)          That the updated Graven Hill Governance Review Action Plan be approved

Exempt report of the Shareholder Representative

Resolved

(1)          That Crown House Banbury Limited Quarter Four 2023/24 Business Report as contained in the report be noted and commented on.

(2)          That a report on the Crown House Asset Review and management arrangements for Crown House be received at its next meeting.

(3)          That appointment of a second director to the company Board be considered.

The Committee considered an exempt report of the Shareholder Representative, which detailed Crown House Banbury Limited’s and Crown Apartments Banbury Limited’s in-year key performance and financial update for Quarter Four 2023/24.

Resolved

(1)          That Crown House Banbury Limited Quarter Four 2023/24 Business Report as contained in the report be noted and commented on.

(2)          That a report on the Crown House Asset Review and management arrangements for Crown House be received at its next meeting.

(3)          That appointment of a second director to the company Board be considered.

Exempt report of the Shareholder Representative

Resolved

(1)          That the losses on the Crown House companies be surrendered to Graven Hill for application in Graven Hill’s 2022/23 corporation tax calculations under the group relief provisions be agreed.

The Committee considered an exempt report from the Shareholder Representative, proposing that the losses on the Crown House companies be surrendered to Graven Hill for application in Graven Hill’s 2022/23 corporation tax calculations under the group relief provisions.

Resolved

(1)          That the losses on the Crown House companies be surrendered to Graven Hill for application in Graven Hill’s 2022/23 corporation tax calculations under the group relief provisions be agreed.