Agenda item

RESOLVED:  1) That a sub-committee to be known as ‘the Shareholder Committee’ be established and the terms of reference be set as shown in Appendix 1 to the report as the terms of reference for the Shareholder Committee. That full authority be delegated to the Shareholder Committee to carry out its terms of reference.

2) That authority be delegated to the Chief Executive in consultation with the Leader to enter Service Level Agreements between the Council and each of its wholly owned companies in respect of all support provided by the Council to that wholly owned company.

3) That the Corporate Governance Action Plan attached at Appendix 2 to the report be approved.

Reason for Decision

To improve the governance of the Council’s wholly owned companies.

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The Monitoring Officer presented a report which set out proposed actions to improve the governance arrangements surrounding the Council’s three operating wholly owned trading companies: Alive West Norfolk, West Norfolk Housing Company Limited and West Norfolk Property Limited, following a governance review.

The primary recommendation was the creation of a ‘Shareholder Committee’, which was proposed to be a decision-making sub-committee of Cabinet, which would exercise the function of Shareholder. This would involve holding the companies to account against their business plans and approving governance documents in the Shareholder capacity. This would be a Council body which all Members may attend under their Standing Order 34 rights and its decisions would be subject to the scrutiny call-in procedure.

To allay concerns around conflict of interest, it was proposed that for two out of the three companies, Members should be no longer act as directors, so that the Member role is fulfilled through the Shareholder function and holding the directors to account via the Shareholder Committee. The report detailed the reasoning for holding back at this stage on the third company for now.

To improve openness and transparency, it was also recommended that a ‘Shareholder data room’ be created through Mod Gov which would contain all relevant documents pertinent to the Council’s Shareholder function, which Members would have full access to, on a confidential basis (where required).

All Board Members present stated they were speaking as Councillors not Directors for this meeting.

Councillor Middleton, in supporting the report reminded members that the way the companies were currently structured was not wrong, but the proposal was a better approach for the future for an open and transparent process.

Under standing order 34 Councillor Long reminded Members he had been involved at the inception of the Companies and was currently a member of all three of the Companies, also being Chair of West Norfolk Property and Alive West Norfolk and he endorsed to aims and objectives of the companies.  He announced that with the change of governance Action Plan and the target date of January 2023, he did not wish to be scrutinised by the Cabinet members in his role.  He therefore resigned with immediate effect from all of the Companies.  

Councillor Middleton confirmed that going forward would be subject to that overview by the Shareholder Committee.

Councillor Nockolds, speaking as a councillor reminded members of the history of not wanting to subsidise to such a degree.  She felt that the proposal had been rushed, the Alive West Norfolk Board had not been consulted but could have made suggestions.  She felt that backbenchers should be more involved.  She suggested that Alive West Norfolk Board be consulted and a task group of councillors where it could be discussed.  She did not wish to return to the earlier days of the Company but wished to maintain the company which understood the residents and deprivation and maintain its work for the residents.

Under standing order 34 Councillor Kemp agreed with the provision of a Shareholder Committee, and felt that West Norfolk Housing Company and West Norfolk Property should be held to account to create enough affordable social housing for residents as there were large numbers of people on the waiting list with no hope of getting a home.  She wanted any member of the council to be able to be part of the Shareholder Committee.

Under standing order 34 Councillor Joyce stated that the arms length companies should be held to account.  Regarding the membership of the Shareholder Committee he considered that Cabinet members should not be on the Committee if other Cabinet members were on the Boards.

Councillor Middleton drew attention to the wording of the report that the members of the Board would not be Cabinet Members.

Under standing order 34 Councillor Dickinson agreed that the approach was transparent and the proposal would achieve that.

The recommendations of the Corporate Performance Panel were noted. 

Councillor Lawrence as a councillor drew attention to the requirements for the West Norfolk Housing Company as a Registered Provider which were set out by the Regulator, he asked if the proposals would effect those requirements.  It was confirmed that the approach was to get the approach agreed and the changes settled which could then be put before the Regulator to ensure they were happy with the approach.

Councillor Blunt expressed concern about the degree of risk in changing structures for all companies.  The monitoring officer confirmed this had been taken into account, but it would be managed in taking a staged approach.

Councillor Middleton was satisfied with the approach.

RESOLVED:   1) That a sub-committee to be known as ‘the Shareholder Committee’ be established and the terms of reference be set as shown in Appendix 1 to the report as the terms of reference for the Shareholder Committee. That full authority be delegated to the Shareholder Committee to carry out its terms of reference.

2) That authority be delegated to the Chief Executive in consultation with the Leader to enter Service Level Agreements between the Council and each of its wholly owned companies in respect of all support provided by the Council to that wholly owned company.

3) That the Corporate Governance Action Plan attached at Appendix 2 to the report be approved.

Reason for Decision

To improve the governance of the Council’s wholly owned companies.