**Please note this report will follow**
Exempt report of Monitoring Officer.
Minutes:
The Committee considered an exempt report from the Interim Head of Legal Services, which detailed a recommended approach to the remuneration of executives of the Graven Hill companies.
Following the resolution of the Shareholder Committee at the 16 February 2023 meeting regarding the Governance Review providing recommendations relating to a bonus scheme, independent legal advice had been sought to assist with the review.
The recommendations that had subsequently been put forward reflected best practice, removed any potential for ambiguity and provided clarity regarding the council’s requirements on remuneration.
Members of the Committee commented that the legal advice clearly set out what was required, and welcomed the recommendations.
Resolved
(1) That the recommendations in the report of Womble Bond Dickinson Solicitors (WBD) dated 13 March 2023 be noted and accepted.
(2) That the Shareholder Agreement be revised to ensure that the Council is on notice of proposed remuneration decisions in sufficient time prior to a meeting of the Board (paragraph 5.4 of the WBD report);
(3) That clauses 4.10 and 7 of the Shareholder Agreement be revised to clarify that any Council approval of the Business Plan, including any financial provision in respect of bonus payments, does not constitute approval of either the establishment of a bonus scheme or payment of any bonus and separate consents are required in respect of each of those matters (paragraph 7.2 of the WBD report);
(4) That additions to training and induction for company directors and senior executives and employees be mandated, within the context of a local authority owned company (paragraph 5.4 of the WBD report);
(5)
That it be emphasised to
the companies the requirement for the Board to ensure that it
obtains professional advice as required and / or training on the
performance of statutory and non-statutory directors' duties in
accordance with DevCo's constitution,
governance
framework and the law (paragraph 6.9 of the WBD
report).
(6) That, subject to any employment law constraints, DevCo be directed to amend directors’ service contracts and or employment contracts to expressly include an obligation to ensure compliance with the Shareholders Agreement (paragraph 5.5 of the WBD report);
(7) That confirmation be sought from DevCo that it will establish a Remuneration Committee as a Sub-Committee of the DevCo Board (paragraph 7.4 of the WBD report);
(8) That a report be requested from DevCo, specified in paragraphs 7.10 and 7.11 of the WBD report, as the basis for a decision about any executive bonus payments for the current financial year;
(9)
That the directors of
DevCo be requested to submit revised
proposals for the bonus scheme and that approval to any such scheme
be provided on an annual or bi-annual basis in order to assist the
Council to ascertain whether or not the Graven Hill delivery model
continues to offer value for money to the Council tax and business
rate payers of
the Council's administrative area in line with its Best Value
Duty (paragraph 7.7 of the WBD report); and
(10) That the Shareholder Representative be asked to indicate a timetable for implementation of its decisions on these matters and agree to assess progress set out in a written report at an appropriate future meeting during the next financial year.