Approval of the appointments of new non-executive directors of Oxford Direct Services Limited (“ODSL”) and Oxford Direct Services Trading Limited (“ODSTL”).

The Shareholder of Oxford Direct Services Limited (“ODSL”) and Oxford Direct Services Trading Limited (“ODSTL”) RESOLVED THAT:

1.1      Lucy Walker be appointed as a non-executive director of ODSL and ODSTL.

1.2      James Towner be appointed as a non-executive director of ODSL and ODSTL.

1.3      Raymond Jones be appointed as a non-executive director of ODSL and ODSTL.

The consent of the sole shareholder is required prior to the appointment of any board of director of Oxford Direct Services Limited and Oxford Direct Services Trading Limited.

The Shareholder agreement between the Council and the companies requires that the NED’s are a minimum of three and best practice is that the NED’s are more in number than the Executive Directors on the Board. Appointment of these new NED’s will ensure that this is adhered to.

The ODS Board is seeking the sole shareholder to approve the appointment of the non-executive directors (“NEDs”) as soon as possible to allow them to be inducted and attend the next ODS Board meeting on 26 March 2025.

The ODS Board is currently without a Chair of audit and risk committee and sufficient resources to support the Executive and provide an effective assurance process. As a result, the ODS Board is seeking approval through the delegated process rather than at the next Shareholder’s meeting to held at the end of April 2025. 

The appointment or use of Council officers to fill these positions would be difficult due to the fact that there will be a risk of conflicts of interest between their position as a director and their duties of their role with the Council. It is also not in line with best practice required for wholly owned subsidiaries of the Council and external NEDs will generally have more commercial experience, as has been sought in the recruitment exercise.

Leaving these positions vacant would also not be consistent with best practice and governance framework required by the Council to ensure the ODS Board retains an appropriate structure, size and balance of skills and experience to support the strategic objectives and values of ODS.