Issue - meetings

RESOLVED: The Shareholder Committee noted the contents of the report and the make up of the board and considered the appointment of an additional Director to the board.

REASON FOR DECISION: To note and agree changes to the Membership of the Board.

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The Housing Development Manager presented the report and provided an update on the composition of the West Norfolk Housing Company Board.  The Board comprised seven members, consisting of five independent members recruited for their skills and experience and two Council officers.  Following the resignation of Councillor Ware, there were no elected Members on the Board.  Officers explained that this reflected legal advice received in 2023 regarding the potential conflicts of interest arising from elected Members serving as company directors, while the Shareholder Committee now provided the necessary Member oversight.

The Committee was advised that non-executive Board members were normally appointed for two consecutive three-year terms, with the possibility of a further three-year term where this was considered to be in the company’s interests.  The Board kept its skills and succession requirements under review, and no current skills gap had been identified.

In response to questions from the Chair, the Housing Development Manager confirmed that the Board made appointments, subject to approval by the Shareholder Committee.  The next terms were expected to end towards the end of the following year, and individual discussions and appraisals would be undertaken before then to understand members’ intentions and support succession planning.

The Chair asked how the tenure provisions applied to executive directors who were Council officers.  The Housing Development Manager and Assistant Director for Regeneration, Housing and Place explained that the company’s code of governance distinguished between executive and non-executive directors and did not impose the same tenure limit on executive directors. 

The Chair also asked how potential conflicts between officers’ Council responsibilities and their duties as company directors were managed.  The Assistant Director for Regeneration, Housing and Place gave the example of property pricing negotiations, where another officer represented the Council’s interests so that the same individual did not both propose and approve the arrangement.

Councillor Morley supported the Board’s view that a further appointment was not currently required.  The Committee agreed that the existing membership provided the necessary skills and experience.

RESOLVED: The Shareholder Committee noted the contents of the report and the make up of the board and considered the appointment of an additional Director to the board.

REASON FOR DECISION: To note and agree changes to the Membership of the Board.