Issue - meetings

This report sets out details of the review undertaken of  governance of Council owned companies in light of the Public Interest Report recommendations. Consideration is also given to proposals to create a common governance structure to oversee Council current and future trading activity and reports the recommendations of the City of York Trading Shareholder Group in respect of the appointment of a Managing Director and changes to the Board structure.

Resolved: That Executive agree:

(i)           To establish a single member decision making committee to act as shareholder and oversee the business of all Council trading companies (The Shareholder Committee) composed of a minimum of 2 Executive Members.

(ii)          To the terms of reference and the roles and responsibilities of The Shareholder Committee as set out in the report.

(iii)        That the Chief Executive in consultation with the Leader and Deputy Leader determine and publish within the framework approved by the Executive, initial delegations on a company by company basis to The Shareholder Committee if separate from the Executive and subsequent officer delegations. These delegations to be reviewed from time to time with the Council’s broader scheme of delegations.

(iv)        That following approval of the above recommendations, the existing shareholder arrangements cease upon creation of The Shareholder Committee.

(v)         To note the conflicts of interest that Directors can be subject to as identified in paragraph 9 of the report and that these will continue to be considered in the approach to the selection of Directors.

(vi)        That the practice to provide briefings to newly appointed Directors on their role and, in particular, on managing conflicts of interest is made a formal requirement for all future appointees to attend.

(vii)      To consider and give effect to the recommendations of the existing City of York Trading Shareholder Group in relation to the recruitment proposals for a Managing Director for City of York Trading Ltd and approve the proposed role description and salary, together with the revised structure of the City of York Trading Ltd Board itself.

Reason:   (i)&(ii)To ensure effective governance of trading company activity.

       (iii)       To give effect to the Governance principles agreed by Executive.

      (iv)        To remove existing shareholder arrangements.

  (v)         To ensure the principals of good governance principals are reflected in the Council appointments process.

  (vi)        To ensure that Directors are conversant with their multiple statutory responsibilities.

(vii)          In order to comply with decision making arrangements relating to the business of the shareholder group.

Consideration was given to a report which reviewed the governance of Council owned companies, in light of the recent Public Interest Report recommendations. It was noted that the Council was the sole owner of two companies and the joint owner of five others and details of their governance arrangements together with other bodies which provided a significant service to the Council were considered, these included:

City of York Trading Limited

Make it York Limited

Yorwaste and SJB Recycling

Yorkshire Purchasing Organisation

Veritau

York Science Park Limited

Science City York Ltd

Officers reported on alternative service delivery models, future trading activity and common governance frameworks and governance principles. They also highlighted the recommendations of the City of York Trading Shareholder Group which required Executive approval. In answer to earlier speakers comments they confirmed that a managed transition for this body would be undertaken via Democratic Services.

Members noted that all existing companies which were controlled by the Council had taken appropriate legal advice on the company’s governance structures and were fundamentally sound. Members also confirmed that whilst The Shareholder Committee would consist of two Executive Members, it would be a cross party body with the co-option of members from other Groups.

Executive Members expressed support for the proposed common governance framework for the operation of trading companies to provide transparency and accountability and following consideration of the following options:

Option A – The forming of an Executive Committee to fulfil the role of (The Shareholder Committee).

Option B – That no Shareholder Committee of the Executive be created with the Executive taking full responsibility for the roles and functions identified of both The Shareholder Committee and the Executive, it was

Resolved: That Executive agree:

(i)           To establish a single member decision making committee to act as shareholder and oversee the business of all Council trading companies (The Shareholder Committee) composed of a minimum of 2 Executive Members.

(ii)          To the terms of reference and the roles and responsibilities of The Shareholder Committee as set out in the report.

(iii)        That the Chief Executive in consultation with the Leader and Deputy Leader determine and publish within the framework approved by the Executive, initial delegations on a company by company basis to The Shareholder Committee if separate from the Executive and subsequent officer delegations. These delegations to be reviewed from time to time with the Council’s broader scheme of delegations.

(iv)        That following approval of the above recommendations, the existing shareholder arrangements cease upon creation of The Shareholder Committee. ^1.

(v)         To note the conflicts of interest that Directors can be subject to as identified in paragraph 9 of the report and that these will continue to be considered in the approach to the selection of Directors.

(vi)        That the practice to provide briefings to newly appointed Directors on their role and, in particular, on managing conflicts of interest is made a formal requirement for all future appointees to attend.

(vii)      To consider and give effect to the recommendations of the existing City  ...  view the full minutes text for item 8