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Details

Status:
Implemented
Business Item
Shareholder Agreement and Governance Arrangements for the Council’s Group Companies
Ref.
ES/1267
Is a Key Decision:
No
Decision Type:
Committee
Decision Maker:
Cabinet
Date of Decision
Tue 6 Sep 2022
Show on Forward Plan
No
Description
Report of the Leader of the Council 
Matter for Decision (to consider...)
1. That Cabinet approve the entering into of the Shareholder Agreement and any associated “deeds of adherence” which commit group companies to the obligations set out in the shareholder agreement.
2. That Cabinet approve the establishment of a committee of Cabinet, to be known as the Shareholder Reference Group, to undertake the functions of the Council as shareholder/ultimate owner of its group of companies and exercise the Council’s rights under the Articles of each company and under the Shareholder Agreement, with the exception of any rights which the Cabinet or Leader reserves to itself/himself from time to time or which can only be exercised by Full Council.
3. That Cabinet reserves to itself the approval of the Consolidated Business Case which is to be produced by the Council’s Holding Company on an annual basis (this will accordingly be a matter which is not within the delegated authority of the SRG).
4. That Cabinet approve the appointment of the Leader along with the Members with responsibility for Economic Development, Resources, The Environment and Customer Experience, ICT and Commercial Partnerships, to act as members of the Shareholder Reference Group, each for a term of X years (provided that where an individual Member ceases to hold the relevant role during the allotted term, their replacement in that role or such role as the Leader may identify as its replacement shall also take over the role of Member of the Shareholder Reference Group for the remainder of the term or such other term as the Leader may specify).
5. That on the appointment of the Members whose roles are identified above, the Shareholder Reference Group be hereby established on 6 September 2022 and the terms of office for the Members referred to in recommendation 2 above shall also commence on the same date.
 
Service Area
Financial Services, Corporate Performance & Risk Management
Service Area 2
Not Applicable
Contact for Background Papers:
Not applicable
Background Papers:
None
Is Decision District Wide
Yes
Decision Made

1. That the entering into of the Shareholder Agreement and any associated “deeds of adherence” which commit group companies to the obligations set out in the shareholder agreement be approved.

 

2. That the establishment of a committee of Cabinet, to be known as the Shareholder Reference Group, be approved to undertake the functions of the Council as shareholder/ultimate owner of its group of companies and exercise the Council’s rights under the Articles of each company and under the Shareholder Agreement, with the exception of any rights which the Cabinet or Leader reserves to itself/himself from time to time or which can only be exercised by Full Council.

 

3. That the approval of the Consolidated Business Case, which is to be produced by the Council’s Holding Company on an annual basis, be reserved to the Cabinet (this will accordingly be a matter which is not within the delegated authority of the SRG).

 

4. That the appointment of the Leader of the Council along with the Cabinet Members with responsibility for Economic Development, Resources, The Environment and Customer Experience, ICT and Commercial Partnerships to act as members of the Shareholder Reference Group be approved, each for a term of 4 years (provided that where an individual Member ceases to hold the relevant role during the allotted term, their replacement in that role or such role as the Leader may identify as its replacement shall also take over the role of Member of the Shareholder Reference Group for the remainder of the term or such other term as the Leader may specify).

 

5. That on the appointment of the Members whose roles are identified above, the Shareholder Reference Group be hereby established on 6 September 2022 and the terms of office for the Members referred to in the second resolution above shall also commence on the same date.

 

6. That the Head of Legal and Democratic Services, in consultation with the Leader of the Council, be given the delegated authority to draft Terms of Reference for the Shareholder Reference Group (SRG) for incorporating into East Suffolk Council’s Constitution, including a quorum of three for meetings of the SRG which must include the Leader of the Council (or the Deputy Leader of the Council in the absence of the Leader), the appointment of a Shareholder Representative from the members of the SRG and the inclusion of such other provisions as will enable the SRG to provide strategic oversight of the Council’s companies and support the development of those companies.

Reason for Decision

1. It was considered that entering into a shareholder agreement will provide greater control for the Council over the activities of its companies and thereby assist the Council in delivering its strategic objectives and, where applicable, establishing the necessary control over its Teckal companies.

 

2. The creation of the Shareholder Reference Group will streamline the exercise of the Council’s rights and governance of its group companies.

Alternative Options Considered and Rejected

1. For the Council to not have a shareholder agreement with its group companies.

 

2. For the Council to undertake its role and exercise its rights as shareholder/ultimate owner of its group companies solely in accordance with existing decision-making arrangements (primarily, via Cabinet) without the establishment of a shareholder reference group.

 

3. To have a Shareholder Reference Group which has an advisory role only.

Any Declarations of Interest Declared
None.
Any Dispensation Granted
None.

Decision Criteria

This Decision does not contain any decision criteria records.

Wards

This Decision does not contain any Ward records.

Topics

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Overview and Scrutiny

This Decision does not contain any Overview and Scrutiny records.

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Decision History

Date & Time CreatedUser Full NameStatus DescriptionDetails
12
 Page 1 of 2, items 1 to 10 of 15.
23/08/2022 12:30:06Alli StoneBusiness Item Created 
23/08/2022 12:30:06Alli StoneCommittee AddedCabinet
23/08/2022 12:30:06Alli StoneMeeting Added06/09/2022 6:30PM
23/08/2022 12:31:00 General Details EditedReference Number Generated (ES/1267)
23/08/2022 12:31:00Alli StoneStatus ChangedDecision Scheduled [1]
23/08/2022 12:41:51Alli StoneReport AddedDocument ID 18369: ES-1267 Establishment of a Shareholder Reference Group
26/08/2022 09:15:38Alli StoneStatus ChangedDecision Proposed [2]
06/09/2022 19:47:56Alli StoneGeneral Details Edited 
07/09/2022 11:25:43Matt MakinGeneral Details Edited 
07/09/2022 11:25:54Matt MakinStatus ChangedDecision Subject To Call In [3]

Approval/Comments

No history found.