96 Group Company Governance Document PDF 359 KB
To consider the attached report (C-031-2019-20).
(1) The Cabinet approved the Qualis Group Shareholder Agreement.
(2) The Cabinet noted the Directors Roles and Responsibilities.
(3) The Cabinet noted the terms of reference for the Qualis Group Board Meetings.
(4) The Cabinet approved the selection and recruitment process for Group Board
(5) The Cabinet appointed the Interim Board on the recommendation of the Leader in consultation with the LRA Group Leader and operate in accordance with the Shareholder Agreement.
The Interim Strategic Director introduced the report on Group Company Governance Documents. She gave a short presentation based on the presentation given by the legal advisors ‘Penningtons’ on the Council Group Company Governance on 3rd February 2020. The full presentation can be found at:
It was noted that in order to ensure that there was effective governance of the Council Group Companies there was a requirement to put in place several key documents to provide the framework for control of decision making, levels of authority and powers of delegation. The Shareholder agreement set out the matters that the Directors of the relevant company could not undertake without the express consent of the Council specified body. This report covered the draft Shareholder Agreement including the ‘reserved matters’ schedule, the guidance on Directors’ Roles/Responsibilities, and the Terms of Reference for Board meetings.
It was proposed that the composition of the Board be made up of a combination of Council Officer Appointees, Council Members (pro-rata) and Independent Non-Executives. The paper set out the selection and recruitment process of the Group Board and the Qualis Managing Director.
The Qualis Group and subsidiaries would move from the governance of an EFDC Group Steering Board (Membership: Cllr S Stavrou, Cllr A Patel and Cllr H Whitbread, Cllr B Jennings, CEO Georgina Blakemore and Qualis Lead Sacha Jevans) to a formal company structure with Board Directors both Executive and Non-Executive but with approvals on key and significant matters being retained by EFDC.
An Interim Board appointed by Cabinet would operate in order to ensure Qualis delivers on the commitments made to EFDC embedded within the 20/21 Budget.
Members will be pro-rata represented (currently 2 Conservative, 1 LRA). The two conservative members would be Councillors Philip and Avey. The LRA member was still to be nominated.
Councillor S Kane commented that he was fully supportive of this but did have some reservations on the governance, openness and transparency. He asked how the process of appointing the temporary board would differ from appointing the final board and would the councillors elected on the interim board have an unfair advantage over the other candidates going for the full board. He was told that the initial interim board was to be pro-rated with two conservative and one LRA Councillor. The full board would be subject to an open interview upon application by a top-level interview panel. Councillor Kane then asked what if we did not find three councillors with suitable qualifications for the full board and questioned the public perception of having three elected members being appointed. He would prefer to see no elected members as members of the board, but have an elected member work alongside the gatekeeper, making this a dual role of one officer and one member. He was told that the interim board would show up any initial problems with the public perception or operation with councillors on it. the important thing was that this was a commercial entity and could not be ... view the full minutes text for item 96