Decision details

The Committee was reminded that on 15 November 2022 Cabinet resolved to approve an action plan to improve the governance of the Council companies. One of the items of the action plan was the preparation and completion of common template governance documents. Cabinet delegated authority to approve these documents to the Shareholder Committee.

A draft Shareholder Agreement and revised Articles of Association had been prepared for West Norfolk Property Ltd, and authority was sought from the Shareholder Committee to enter the Shareholder Agreement following conclusion of negotiations with West Norfolk Property Ltd.

The Committee reviewed the Agreement and Articles of Association and made some de minimis amendments to it.

RESOLVED:  1)         That the Committee be given access to Board Papers going forward.

2)         That the Shareholder Committee retain the authority to decide where the Company Secretary for the Companies is appointed from.

3)            That a Shareholder Agreement be entered  and the Articles of Association for the Council’s wholly owned company, West Norfolk Property Ltd be revised, in order to strengthen and codify the governance of the relationship between the shareholder (the Council) and the company (West Norfolk Property Ltd).

4)            That authority be delegated to the Monitoring Officer in consultation with the Chair of the Shareholder Committee to approve the final terms of the Shareholder Agreement and revised Articles of Association, to include the changes identified at the meeting.

5)            That an annual review of the Shareholder Agreement and Articles of Association be undertaken by the Shareholder Committee.

6)            That the Shareholder Representative role in relation to West Norfolk Property Ltd be undertaken jointly by the Chief Executive and the Section 151 Officer.

Reason for Decision

To improve the corporate governance of the relationship between the Council and the Council’s wholly owned company.