Agenda, decisions and draft minutes

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.

Councillor Pattenden announced that he was the interim Director for Crown House

To confirm as a correct record the Minutes of the meeting of the Committee held on 11 December 2024.

The minutes of the meeting of the Committee held on 11 December 2024 were confirmed as a correct record and signed by the Chairman.

To receive communications from the Chairman

There were no announcements made by the Chairman.

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.

**An exempt appendix is included on this agenda as a separate item**

Report of the Monitoring Officer and Assistant Director of Law and Governance.

Purpose of the report

This report recommends changes to the Shareholder Agreement that governs the relationship and decision making as between the Council and the Graven Hill companies.  

The changes arise following implementation of the Governance Review in 2023.

Recommendations

The Shareholder Committee resolves:

1.1           To approve the Shareholder Agreement as amended and:

1.2           To delegate to the Assistant Director of Law and Governance to make further such amendments to the Shareholder Agreement as necessary, including inserting the Data Protection Schedule, as appropriate. 

1.3           To delegate to the Assistant Director of Law and Governance in consultation with the Leader to enter into the Shareholder Agreement.  

Resolved

(1) That the Shareholder Agreement as amended be approved, and:

(2) That delegation to the Assistant Director of Law and Governance to make further such amendments to the Shareholder Agreement as necessary, including inserting the Data Protection Schedule, as appropriate be approved.

(3) That delegation to the Assistant Director of Law and Governance in consultation with the Leader to enter into the Shareholder Agreement be approved.

The committee received a report from the Monitoring Officer and the Assistant Director of Law and Governance, which outlined the revisions to the shareholder agreement for Graven Hill Village Development Company.

During the discussion, the committee sought clarification on section 5.4 regarding employment law. They also pointed out that the address needed to be updated to reflect the recent move to Castle Quay. The Head of Legal Services indicated that he would obtain legal advice concerning employment law and report back subsequently. He assured that the address amendment would be made before publication. Furthermore, the format for formal meetings with directors and non-executive directors (NEDs) was also brought up. The Shareholder Representative confirmed that this would be incorporated into the Government Framework, which is set to be presented at the forthcoming Shareholder Committee meeting in June.

Resolved

(1)  That the Shareholder Agreement as amended be approved, and:

(2)  That delegation to the Assistant Director of Law and Governance to make further such amendments to the Shareholder Agreement as necessary, including inserting the Data Protection Schedule, as appropriate be approved.

(3)  That delegation to the Assistant Director of Law and Governance in consultation with the Leader to enter into the Shareholder Agreement be approved.

Report of the Monitoring Officer and Assistant Director of Law and Governance.

Purpose of the report

This report presents an update of the Governance Review Action Plan, which commenced following a request at the Shareholder Committee meeting dated 05 July 2023 to ensure oversight of the remaining actions emerging from the Governance Review, carried out by WBD Solicitors.?

Recommendations

The Shareholder Committee resolves:

1.1     To note the updated Graven Hill Governance Review Action Plan attached in Appendix A.  

Resolved

(1)  That the updated Graven Hill Governance Review Action Plan attached at

Appendix A be noted.

The Committee considered a report from the Monitoring Officer and Assistant Director of Law and Governance presenting an update of the exempt 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 Governance Review report.

The Head of Legal services confirmed that the Governance Framework will be presented at the committee meeting in June 2025.

The committee highlighted the importance of adopting a collaborative approach to ensure the alignment of the procurement strategies of both the Companies and the Councils. The Shareholder Representative confirmed to the committee that the Council is working closely with the company to facilitate this alignment.

Resolved

(1)  That the updated Graven Hill Governance Review Action Plan attached at

Appendix A be noted.

Report of the Shareholder Representative

Purpose of report

This report seeks Members’ approval to appoint the new chair of Graven Hill Village Development Company.

Recommendations

The Shareholder Committee is recommended to: 
 

1.1     To agree to the appointment of Terry Fuller as the Chair of Graven Hill Village Development Company. 

1.2     To formally thank the outgoing Chair, Sue Smith, for her eight years as Chair of the Company.  

1.3     To agree that upon appointment as Chair, Terry Fuller will be appointed as a statutory director to all management companies, Sue Smith will be removed as director, and the Companies should be instructed to make all necessary filings with Companies House. 

Resolved

(1)  That the appointment of Terry Fuller as the Chair of Graven Hill Village Development Company be agreed.

(2)  That the outgoing Chair, Sue Smith, for her eight years as Chair of the Company be formally thanked.

(3)  That upon appointment as Chair, Terry Fuller will be appointed as a statutory director to all management companies, Sue Smith will be removed as director, and the Companies should be instructed to make all necessary filings with Companies House be agreed.

The committee considered a report from the Shareholder Representative, which outlined the appointment of the new Chair of Graven Hill Development Company.

The committee expressed its sincere appreciation to Sue Smith for her exemplary leadership during her tenure, which spanned from the company's initial establishment to her recent departure. Additionally, the committee congratulated Terry Fuller on his new role.

Resolved

(1)  That the appointment of Terry Fuller as the Chair of Graven Hill Village Development Company be agreed.

(2)  That the outgoing Chair, Sue Smith, for her eight years as Chair of the Company be formally thanked.

(3)  That upon appointment as Chair, Terry Fuller will be appointed as a statutory director to all management companies, Sue Smith will be removed as director, and the Companies should be instructed to make all necessary filings with Companies House be agreed.

**An exempt version of this report and the exempt appendices are included on this agenda as a separate item**

Report of the Shareholder

Purpose of report

To note, comment and approve recommendations in response to the GHVDC Quarter Three Business Report. 

Recommendations

The Shareholder Committee is recommended to:

1.1     To note and comment on the GHVDC Quarter Three Business Report. 

1.2     To approve the GHVDC Quarter Three Business Report 

1.3     To note and comment on the minutes, actions and agreed outputs from the 07^th February Strategy Day (Appendix C of the exempt report). 

1.4     To approve the minutes, actions and agreed outputs including adoption by the Company of Option 9 of the proposed viabilities as reviewed and confirmed at the Strategy Day and to progress this in tandem with the Stage 2 planning application.  

1.5     To note and comment on the GHVDC Renumeration Committee Report (Appendix D of the exempt report). 

1.6     To approve the recommendations of the GHVDC Renumeration Committee Report. Shareholder Committee consent is sought in accordance with Clause 4.10 and 7.1.8 of the 6^th December 2021 Shareholder Agreement Matters requiring Consent of the Council. 

1.7     To note and comment on the Am Trust pre action protocol letter overview.  

1.8     To approve that the Company pursues the suggested courses of action proposed by Trowers and provide updates at future Shareholder Committees in accordance with Clause 7.1.23 of the 6^th December 2021 Shareholder Agreement  

Resolved

(1)  That the GHVDC Quarter Three Business Report be noted and commented on.

(2)  That the GHVDC Quarter Three Business Report be approved.

(3)  That the minutes, actions and agreed outputs from the 07th February Strategy Day (Appendix C of the exempt report) be noted and commented on.

(4)  That the minutes, actions and agreed outputs including adoption by the Company of Option 9 of the proposed viabilities as reviewed and confirmed at the Strategy Day and to progress this in tandem with the Stage 2 planning application be approved.

(5)  That the GHVDC Renumeration Committee Report (Appendix D of the exempt report) be noted and commented on.

(6)  That the recommendations of the GHVDC Renumeration Committee Report be approved. Shareholder Committee consent is sought in accordance with Clause 4.10 and 7.1.8 of the 6th December 2021 Shareholder Agreement Matters requiring Consent of the Council.

(7)  That the Am Trust pre action protocol letter overview be noted and commented on.

(8)  That the Company pursues the suggested courses of action proposed by Trowers and provide updates at future Shareholder Committees in accordance with Clause 7.1.23 of the 6th December 2021 Shareholder Agreement be approved.

The committee considered a report from the Shareholder Representative, which contained confidential appendices outlining the Graven Hill Village Development Company’s (GHVDC) Quarter Three (2024/25) Business Report Update.

Resolved

(1)  That the GHVDC Quarter Three Business Report be noted and commented on.

(2)  That the GHVDC Quarter Three Business Report be approved.

(3)  That the minutes, actions and agreed outputs from the 07th February Strategy Day (Appendix C of the exempt report) be noted and commented on.

(4)  That the minutes, actions and agreed outputs including adoption by the Company of Option 9 of the proposed viabilities as reviewed and confirmed at the Strategy Day and to progress this in tandem with the Stage 2 planning application be approved.

(5)  That the GHVDC Renumeration Committee Report (Appendix D of the exempt report) be noted and commented on.

(6)  That the recommendations of the GHVDC Renumeration Committee Report be approved. Shareholder Committee consent is sought in accordance with Clause 4.10 and 7.1.8 of the 6th December 2021 Shareholder Agreement Matters requiring Consent of the Council.

(7)  That the Am Trust pre action protocol letter overview be noted and commented on.

(8)  That the Company pursues the suggested courses of action proposed by Trowers and provide updates at future Shareholder Committees in accordance with Clause 7.1.23 of the 6th December 2021 Shareholder Agreement be approved.

Report of the Shareholder Representative

Purpose of report

To note and comment on recommendations in response to Crown House Banbury Limited Quarter Three 2024/25 Business Report.

Recommendations

The Shareholder Committee is recommended to:

1.1     Note and comment on Crown House Banbury Limited Quarter Three 2024/25 Business Report as contained in this report.

Resolved

(1)  That the Crown House Banbury Limited Quarter Three 2024/25 Business Report as contained in this report be noted and commented on.

The committee considered a report from the Shareholder Representative, outlining Crown House Companies Quarter Three 2024/25 Business Report Update.

Resolved

(1)  That the Crown House Banbury Limited Quarter Three 2024/25 Business Report as contained in this report be noted and commented on.

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 paragraph 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.”

Exempt report of the Shareholder Representative

Resolved

(1)  That the Crown House Banbury Limited Business Plan 2025-2027 as set out in Appendix A be approved.

The committee considered a report from the Shareholder Representative presenting the Crown House Companies Business Plan 2025-2027.

Resolved

(1)  That the Crown House Banbury Limited Business Plan 2025-2027 as set out in Appendix A be approved.

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

Recommendations

For the Shareholder Committee to receive Graven Hill Village Development Company (GHVDC) board minutes for any meetings held since they were last shared at the Shareholder Committee meeting on 12 December 2024.

Minutes of the 24 October 2024 and 12 December 2024 are attached.

The Committee were presented with the minutes of Graven Hill Village Development Company (GHVDC) board meetings held since the Shareholder Committee meeting on 11 December 2024.

Resolved

That the Committee received Graven Hill Village Development Company’s (GHVDC) board minutes of 24 October 2024 and 12 December 2024.

Exempt report of Shareholder Representative

As set out under agenda item nine.

As set out under minutes item 45.

Exempt report of the Shareholder Representative

Approved

(1)  That the Graven Hill Village Development Company Strategic Business Plan 2025-26 as set out in Appendix A be approved.

(2)  That the strategic risks as set out in the report be noted.

(3)  That the key performance indicators for Graven Hill Village Development Company to report to the Shareholder in accordance with the Business Plan 2025- 26 be approved.

(4)  That the financial strategy and cashflow forecast, as set out in (Appendix B), for Graven Hill Village Development Company be approved.

(5)  That the FY25/26 and FY26/27 profit and loss overview, cashflow budgets and associated commentary, as set out in (Appendix C), for Graven Hill Village Development Company be approved.

The committee considered a report from the Shareholder Representative presenting Graven Hill Village Development Company’s Strategic Business Plan 2025-26.

Approved

(1)  That the Graven Hill Village Development Company Strategic Business Plan 2025-26 as set out in Appendix A be approved.

(2)  That the strategic risks as set out in the report be noted.

(3)  That the key performance indicators for Graven Hill Village Development Company to report to the Shareholder in accordance with the Business Plan 2025- 26 be approved.

(4)  That the financial strategy and cashflow forecast, as set out in (Appendix B), for Graven Hill Village Development Company be approved.

(5)  That the FY25/26 and FY26/27 profit and loss overview, cashflow budgets and associated commentary, as set out in (Appendix C), for Graven Hill Village Development Company be approved.

As set out under agenda item six.

As set out under minute item 42.