Agenda item

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Honor Howell presented the report which proposed that the Chief Executive resigned as Company Secretary to West Norfolk Housing Company and West Norfolk Property Limited.  It was noted that there was currently no Company Secretary appointed to Alive West Norfolk.

She outlined the options available as set out in the report and explained that the preferred option was that the Company Secretary role would be taken on by the Council’s in-house legal team.  It was noted that the secretarial support was provided by the Democratic Services Team and the Accounts support was provided by the Council’s Finance Section.

The Chair queried if there would be a conflict of interest should the service be provided by the in-house Legal Team.  The Monitoring Officer explained that there was mechanisms in place for this and ethical walls would be put up so that the Monitoring Officer would be kept separate from the Company Secretary provision.

Councillor Moriarty addressed the Committee under Standing Order 34 and asked if there was capacity within the Legal Team, and if more officers would be recruited.  The Monitoring Officer explained that recruitment was ongoing.

Councillor Morley addressed the Committee under Standing Order 34 and the proposed reserved matters that would be included in the Management documents.  The Monitoring Officer explained that the Cabinet Decision of 15^th November 2022 included the agreement of the action plan and the action to get an agreement in place between the Shareholder Committee and the Companies to establish Governance arrangements and this would include reserves matters which the Shareholder Committee would be able to decide upon and it was proposed that Director appointments were included in this.  Presently it was still up to the Companies to decide on their arrangements, so the Shareholder Committee would be making recommendations to the Company Boards.

Councillor de Whalley addressed the Committee under Standing Order 34 asking if training on the Company Secretary role would be provided and the Monitoring Officer explained that it would.

Councillor Kemp addressed the Committee under Standing Order 4 and asked if there was the resources and capacity available to carry out this function in house.

Councillor Moriarty asked for clarification on the rules for Members attending under Standing Order 34 and if Members could ask questions.  Councillor Dark commented that questions asked at the meeting so far had been responded to if appropriate.

Councillor de Whalley addressed the Committee under Standing Order 34 and asked what interim measures would need to be put in place.  The Monitoring Officer explained that there should not be much of a transition required and there was external solicitor support available in the meantime if required.

The Monitoring Officer clarified that a Company Secretary was not a legal requirement in Company Law and it could be left blank on the Companies House submission.

Councillor Morley addressed the Committee under Standing Order 34 and asked for clarification on the Service Level Agreement and Governance documents.  It was clarified that Service Level Agreements were already in place for the Council to recover the cost of the service provided to the Companies.  Shareholder agreements would be drawn up to specify the relationship and governance arrangement between the companies and the Shareholder Committee and would come forward to the Shareholder Committee for consideration in due course.

Councillor Dark commented that he supported the proposal to bring the Company Secretary role in house. 

The Monitoring Officer proposed an alternative recommendation for the Committee to consider which provided clarity on the recommendation and this was accepted by the Committee.

RESOLVED: That the Shareholder Committee recommend to the Board of Directors for West Norfolk Housing Company and West Norfolk Property Limited that the Chief Executive be removed as the Company Secretary where so appointed and that the Companies leave the official appointment of Company Secretary vacant, but seek the legal requirements of a Company Secretary from the Council’s Legal Team.