Agenda and draft minutes

Shareholder Board
Wednesday, 3rd October, 2018 7.00 pm

Venue: Conference Room, Civic Centre, Silver Street, Enfield, EN1 3XA. View directions

Items
No. Item

1.

APPOINTMENT OF CHAIR

To appoint, a Chair of the Shareholder Board for the municipal year 2018/19.

Minutes:

AGREED, that Councillor Nesil Caliskan (Leader of the Council) be appointed as Chair of the Shareholder Board for the municipal year 2018/19.

2.

APOLOGIES FOR ABSENCE

Minutes:

There were no apologies for absence.

3.

DECLARATION OF INTEREST

Members of the Shareholder Board are invited to identify any disclosable pecuniary, other pecuniary or non-pecuniary interests relevant to items on the agenda.

Minutes:

There were no declarations of interest.

4.

URGENT ITEMS

The Chair will consider the admission of any reports (listed on the agenda but circulated late) which have not been circulated in accordance with the requirements of the Council’s Constitution and the Local Authorities (Executive Arrangements) (Access to Information and Meetings) (England) Regulations 2012.

 

Note: The above requirements state that agendas and reports should be circulated at least 5 clear working days in advance of meetings.

Minutes:

NOTED, that the reports listed on the agenda had been circulated in accordance with the requirements of the Council’s Constitution and the Local Authorities (Executive Arrangements) (Access to Information and Meetings) (England) Regulations 2012. These requirements state that agendas and reports should be circulated at least 5 clear days in advance of meetings.

5.

TECKAL PRESENTATION pdf icon PDF 434 KB

To receive, a presentation from Jayne Middleton-Albooye, Head of Legal Services.

Minutes:

Members of the Shareholder Board received a presentation from Clare Paine (Legal Services) providing a brief introduction to Teckal Companies.

 

NOTED

 

1.         the Regulations which the Council had to comply with (Public Contracts Regulations 2015) and the “Teckal exemption” which could be applied. Members were advised of the rationale and the tests that were applied, as set out in the presentation slides attached to the agenda.

 

2.         Councillor Caliskan thanked Clare for a concise and informative presentation and invited questions from Members of the Board.

 

3.         A discussion followed on a number of potential scenarios and clarification provided to Members in response to issues raised.

6.

COMPANY DIRECTORS - JOB DESCRIPTION AND ROLES AND RESPONSIBILITIES pdf icon PDF 272 KB

To receive, a report from the Commercial Director.

(Report No.78)

 

Minutes:

Councillor Nesil Caliskan (Leader of the Council) introduced the report of the Commercial Director (No.78) presenting for consideration a job description setting out the roles and responsibilities of Council Company Directors.

 

NOTED

 

1.         that at its meeting on 24 April 2018, the previous Shareholder Board had asked officers to develop a job description for Council Company Directors, attached as Appendix 1 to the report.

.

2.         that following a comprehensive governance review which had identified potential conflicts of interest, Cabinet Members were no longer appointed as Directors of the Council’s Companies. New Councillor appointments had been made to the role of Company Director as the Council representative.

 

3.         in response to issues raised, a discussion took place on potential conflicts of interest and, the potential liabilities of a company director.

 

4.         the role of the Shareholder Board was considered, including the need to set the strategic direction of the companies and, to provide clear aims and responsibilities.

 

5.         the need to ensure that appropriate training was provided to those appointed to this role.

 

6.         that it was important to ensure that all company directors had a clear understanding of the liabilities which existed. The issue of appropriate insurance was highlighted. Members’ attention was drawn to the section in the job description which clearly set out the “protection against personal liability”.

 

7.         the importance of acting in “good faith” and on the advice of relevant professionals.

 

8.         Members acknowledged the important issues which had been raised in discussion and highlighted the need to provide suitable training to the Council representatives on the Companies. The Shareholder Board would have an important role in developing the direction and strategy of the companies going forward.

 

 

Alternative Options Considered: None, Councillors would be appointed and a Job Description would give guidance to those appointed.

 

DECISION: The Shareholder Board agreed to approve the job description, appendix 1 to the report, and noted that training would be required for those fulfilling the Company Board Directors role.

 

Reason: A Job Description would give those newly appointed some guidance in their role and allow training to be identified to support the individuals concerned.

(Non key)

7.

COMPANY REPORTS pdf icon PDF 211 KB

To receive a report from the Commercial Director. Appended to the report are the end of year Company reports.

(Report No.79)

Additional documents:

Minutes:

Councillor Nesil Caliskan (Leader of the Council) introduced the report of the Commercial Director (No. 79) providing the updates and progress reports of the Companies.

 

NOTED

 

1.         the reports which had been received from Housing Gateway Ltd, Enfield Innovations, Energetic, and Independence and Wellbeing Enfield Ltd. The Leader invited the company representatives to present their reports to the Board in turn, as follows:

 

2.         Housing Gateway Limited

 

Councillor Tim Leaver (Council representative on Housing Gateway Limited)

Kayt Wilson (Head of Commercial Entities – Housing Gateway Limited and Enfield Innovations Ltd)

 

Councillor Leaver reported that he was a newly appointed Company Director and therefore had not been involved in the Company for the period covered by the report for the year end 31 March 2018. Councillor Leaver presented the report and a detailed discussion followed including the issues set out below:

 

·         Housing Gateway Ltd had been very successful; it had exceeded expectations in reaching its target to purchase 500 units 15 months early. The resulting savings to the Council in moving families out of expensive nightly paid accommodation was significant, as set out in the report.

·         The strategic aims of the Company, its past performance and future targets were discussed. Members were advised of the Company’s target for future housing purchases.

·         The financial performance set out in the report was noted. It was also explained that these figures were now out-of-date and that the Company’s audited accounts would provide a more current picture of the Company’s financial position. Councillor Leaver highlighted the relevant financial information for Members’ consideration and explained areas that had subsequently changed; including an accounting adjustment on the value of the property portfolio following a valuation audit. Members stated the importance of an accurate valuation of the assets to determine future growth potential and borrowing dependency.

·         A detailed discussion took place on the Company’s accounts and the aspirations in moving forward.

·         The operational performance of the Company was noted including customer satisfaction levels and issues of health and safety as set out in the report. The issues in relation to Brickfield House were considered in detail. Kayt Wilson provided Members with a detailed update on the work that had been and was continuing in conjunction with the Fire Brigade and Savills. It was noted that the outcome of the work being undertaken would be presented to the next Company Board meeting for consideration, and agreement on the way forward on the most suitable option in terms of risk and cost. Members expressed their views to the Company’s representatives and the need to minimise any risks and ensure the safety of residents.

·         In relation to the customer satisfaction levels, results were due to be considered by the Housing Gateway Ltd Board and would be included in further reports to the Shareholder Board. In going forward comparative and benchmarking information should be included.

·         Members highlighted the importance of clearly explaining to the tenants of these properties their housing status and future options. The Council would like to re-use the properties  ...  view the full minutes text for item 7.

8.

CORPORATE LANDLORD RESPONSIBILITIES pdf icon PDF 184 KB

To receive, a report from the Director of Property.

(Report No.80)

Minutes:

Councillor Nesil Caliskan (Leader of the Council) introduced the report of the Director of Property (No. 80) providing an update on the Council’s Corporate Landlord responsibilities and the timescale for completing leases and licence agreements for properties currently occupied and used by Housing Gateway Ltd, Enfield Innovations Ltd, Lee Valley Heat Network Ltd and Enfield Independence and Wellbeing Ltd, all four were local authority trading companies set up by the Council.

 

NOTED

 

1.         Jessie Lea (Head of Strategic Property Services) outlined the report to Members and the proposals going forward. The Local Authority Trading Companies (LATC’s), as detailed in the report, were dependent on the use of operational property and good office accommodation owned by the council.

 

2.         Members were advised of the requirements of the Council’s Property Procedure Rules and, that the leases and licences being prepared would be in a form approved by the Director of Law and Governance. These documents would provide clarification in going forward and would provide a clear mechanism in determining issues such as future rent reviews.

 

3.         that the current rent for the properties outlined in the report would produce an income to the Council of £709,080 per annum.

 

Alternative Options Considered: No alternative options had been considered as the requirements for occupying Council property were clearly stated within Property Procedure Rules.

 

DECISION: The Shareholder Board agreed to note the contents of the report and, that the leases and licences granted to the Local Authority Trading Companies (LATCs) were to be in a form approved by the Director of Law and Governance.

 

Reason: To inform the Shareholder Board of their Corporate Landlord Liabilities and provide an update on the timescale for the finalisation of outstanding leases and licences for Local Authority Trading Companies.

(Non key )

 

9.

MEMBERSHIP OF THE SHAREHOLDER BOARD - RECRUITING CO-OPTED NON-LOCAL AUTHORITY SHAREHOLDER BOARD MEMBERS pdf icon PDF 247 KB

To receive, a report from the Commercial Director.

(Report No.81)

Minutes:

Councillor Nesil Caliskan (Leader of the Council) advised those present that the report of the Commercial Director (No.81) had been withdrawn from the agenda. Members felt that the recruitment of co-opted non-local authority Shareholder Board Members was not necessary at this time. The matter would be re-considered in the future if required.

 

 

10.

SHAREHOLDER BOARD WORK PLAN pdf icon PDF 238 KB

To receive, a report from the Commercial Director. 

(Report No.82)

Minutes:

Councillor Nesil Caliskan (Leader of the Council) introduced the report of the Commercial Director (No.82) seeking approval to the Shareholder Board workplan.

 

NOTED

 

1.         that Members’ approval was sought to the Shareholder Board workplan for 2018/19 and their comments on any proposed additional items for consideration.

 

2.         that the workplan would need to be re-visited as the work of the Shareholder Board developed. The Board would need to consider the future strategic direction of the Companies and provide key documents for Companies to refer to.

 

3.         that the Shareholder Board should consider the development of a Plan with strategic aims and objectives, in a similar format to the Council’s Corporate Plan. A clear and comprehensive document would need to be developed for the Board and the Companies to refer to in the future and to guide future development.

 

4.         a specific request was made for a future meeting to include a presentation on “State Aid” to cover both general and specific company information.

 

Alternative Options Considered: None. The Shareholder Board had been created by Cabinet and required an agreed work plan.  

 

DECISION: The Shareholder Board agreed that the 2018/19 workplan would be further considered and developed in the light of discussion and, the issues outlined above.

 

Reason: Since the Council Election in May 2018, the membership of the Shareholder Board has been changed. A review of the work plan by the new Board membership was therefore thought prudent.

(Non key)

11.

MINUTES OF PREVIOUS MEETING pdf icon PDF 103 KB

To confirm the minutes of the previous meeting of the Shareholder Board held on 24 April 2018.

Minutes:

AGREED, that the minutes of the previous meeting of the Shareholder Board held on 24 April 2018 be confirmed and signed by the Chair as a correct record.

12.

DATES OF FUTURE MEETINGS

To note that future meetings of the Shareholder Board have been scheduled to take place on:

 

Wednesday 31 October 2018 at 7.00pm

Tuesday 29 January 2019 at 7.00pm

Tuesday 2 April 2019 at 7.00pm

Minutes:

NOTED

 

1.         that future meetings of the Shareholder Board had been scheduled to take place on:

 

Tuesday 29 January 2019 at 7.00pm

Tuesday 2 April 2019 at 7.00pm

 

2.         the meeting scheduled for Wednesday 31 October 2018 would not be required and had been cancelled.