Shareholder Committee Terms of Reference
1.
Definitions
|
Council
Companies
|
Private limited companies in which the Borough
Council of King’s Lynn & West Norfolk is the majority
shareholder or owner
|
|
Governance
Documents
|
The Articles of Association, Business Plan,
Shareholder Agreement and/or Intragroup Agreement and any other
approved governance document
|
|
Reserved Matters
|
Decisions requiring shareholder approval under
Governance Documents
|
|
Business Plan
|
The annual plan submitted by each company
setting out objectives and priorities, KPIs, financial forecasts,
risks, and investment requirements.
|
|
Shareholder
Function
|
The functions set out in paragraph 4 of these
terms of reference (and for ease of reference is intended to
equally apply to any company limited by guarantee)
|
2.
Purpose and Scope
2.1
The Shareholder Committee (the “Committee”) is a
sub-committee of Cabinet established to fulfil the Council’s
Shareholder Function in relation to the Council Companies, this
being an executive function.
2.2
The Committee is not responsible for matters relating to the
operational management of the Council Companies.
2.3
The Committee acts as the single, strategic interface between the
Council (as shareholder) and its companies, ensuring that:
2.3.1
Companies operate in line with the Council’s strategic
objectives.
2.3.2
Companies deliver agreed outcomes set out in their Business
Plans.
2.3.3
The Council’s financial, reputational, and legal interests
are protected.
Directors are held to account for performance,
risk, and compliance.
2.4
The Committee will exercise the Council’s Shareholder
Function in any company, limited by shares or guarantee, wholly
owned by the Council for the purposes of service provision and/or
trading activities.
2.5
The Committee will exercise the functions delegated to it by
Cabinet as set out in paragraph 4 below
- Composition &
Operation
3.1
The Committee shall comprise of three Cabinet Members, appointed by
the Leader.
3.2
Only Cabinet Members who are not Directors of any Council Company
may serve or substitute.
3.3
The Committee shall appoint a Chair and Vice-Chair annually at the
first meeting of the municipal year.
3.4
Quorum is three voting Members. Where a committee member is unable
to attend, an alternative Cabinet Member may attend as a
substitute.
3.5
The Committee shall meet at least 4 times per year
3.6
The Chief Executive, Section 151 Officer and Monitoring Officer (or
their nominees) shall support the Committee.
3.7
Any decisions made by the Committee will be published as soon as
reasonably practicable.
3.8
Advisors may be invited to attend the Committee as required.
4
Delegated Functions
4.1
The Committee will have
responsibility for the following:
4.1.1
Any decisions identified as being reserved to the Shareholder
within the Governance Documents, subject to paragraph 4.1.3
below.
4.1.2
Any decisions that the Shareholder is required by legislation to
make, subject to paragraph 4.1.3 below.
4.1.3
In respect of paragraphs 4.1 and 4.2, decisions may be taken
provided that where a proposed recommendation is outside the
Council’s budgetary or policy framework, the Committee will
consider the recommendation and provide a recommendation to Full
Council.
4.2
Approving annual Business Plans for all companies.
4.3
Holding Company Directors to account for the delivery of and
performance against the respective Business Plan.
4.4
Receiving quarterly performance reports, including KPIs, service
standards, financial performance, and risk.
4.5
Approving and reviewing Shareholder Agreements and any
variations.
4.6
Responsibility for holding the Council Companies to account for
compliance with the respective Shareholder Agreements.
4.7
Reviewing the Governance Documents on an annual basis and
recommending changes to improve governance and/or performance
requirements of the Council Companies.
4.8
Ensuring the Council Companies comply with legal, regulatory, and
contractual obligations.
4.9
Approving Director appointments and removals
4.10
Where a company is underperforming or failing to comply with
shareholder instructions, the Committee may:
4.10.1
Require improvement plans.
4.10.2
Commission external reviews.
4.10.3
Recommend changes to company governance or leadership.
4.10.4
Refer matters to Cabinet or Full Council where required.
5
Scrutiny of the Shareholder Committee
5.1
All Committee decisions are subject to the call-in under Standing
Orders.
5.2
The Review and Development Panels may scrutinise the
Committee’s performance and request reports on the status and
progress of the Council Companies and how the Shareholder Function
is being performed.
5.3
Audit Committee shall receive an annual assurance report on
internal control and risk management process across all Council
Companies.
6
Reporting Requirements for Council Companies
6.1
Each company must provide:
6.1.1
Quarterly performance and financial reports.
6.1.2
Annual Business Plan for approval.
6.1.3
Annual accounts and audit findings.
6.1.4
Risk register updates.
6.1.5
Notifications of any matter requiring shareholder approval.
7
Review
7.1
The Shareholder Committee will review the Terms of Reference
annually
Approved by the Shareholder Committee on 23
July 2026
Approved by Cabinet on 13 October 2026
Next Review: October 2027