Issue - meetings

Report of the Head of Commercial Development

Further to Minute No. 74 of the meeting held on 5 October 2017, the Cabinet considered the report of the Head of Commercial Development which provided details of two proposed changes and a clarification of the Articles of Association for the Council’s Housing Development Company (the DevCo), as follows:

1.       A change - to allow remuneration for Non-Executive Directors of the Company.

2.    A change – of the trading name of the company, following a brand development exercise, to “Sandway Homes”.

3.       A clarification - to provide a clearer definition of the responsibilities and authority of the Shareholder Representative, a role created to allow an individual Cabinet Member to represent the collective Cabinet in relation to the DevCo.

The report indicated that if approved by Cabinet, the Articles would be updated with those changes and registered with Companies House, becoming part of the Company’s constitution.

Councillor Hardy referred to a typographical error in paragraph 1 d of the reasons for the recommendations, set out in the report and indicated that the reference to a member of an Overview and Scrutiny Committee should read a Chair of an Overview and Scrutiny Committee.

The following appendices were attached to the report:

Appendix 1 – Agreed definition of the role of Non-Executive Directors.

Appendix 2a – Details of Brand Development Exercise (“Brand Book”)

Appendix 2b – Details of Brand Options (“Identity Proposal”)

Appendix 2c – Details of Brand Recommendation (“Tone of Voice and Guidelines”)

Appendix 3a – Existing Articles for the HoldCo

Appendix 3b – Existing Articles for the SaleCo

Decision Made: That:

 (1)      approval be given to the change to the Articles of Association to allow for the remuneration of Non-Executive Directors as set out in the report;

(2)       approval be given to the proposed change to the Articles to allow trading as ‘Sandway Homes’;

(3)       approval be given to the detailed definition of the role of the Shareholder Representative as set out in the report; and

(4)       the Executive Director (Sarah Kemp), in consultation with the Cabinet Member for Communities and Housing be authorised to implement these changes to the Articles and register updated Articles with Companies House.

Reasons for Decision:

1. Allowing remuneration of Non-Executive Directors (NEDs) would make it possible to attract industry leading individuals to the DevCo Board, ensuring that the Company benefits from the extensive skills and experience that these kinds of individuals possess helping to maximise the success of the Company and the return to the Shareholder (the Council). The recommended proposals are as follows:

a. NEDs will be external (i.e. not Officers or Members of the Council).

b. NEDs will have the same voting rights as the Executive Members of the

Council (which Executive Directors include an Executive Director of the

Council (initially acting as Chair of the Board), a Head of Service (acting as

Managing Director) and the Deputy Section151 Officer (acting as Finance

Director) along with a front-line (non-Cabinet member) councillor).

c. Any members of the Board who are officers of the  ...  view the full minutes text for item 59