The Company Secretary of the Housing Group of Companies  has submitted a report  to propose an addendum to the Shareholder’s Agreement which allows the directors to continue to operate the Housing Group in accordance with the Council’s objectives without necessarily always seeking to maximise the company’s profits.

Recommendations:That the Shareholder  and Joint Venture Group resolves to:

Agree the draft addendum to the Shareholder’s Agreement

The Company Secretary introduced the report which sought to clarify, by means of an addendum to the Shareholder Agreement that, the directors of the  Housing Group should operate in accordance with the Council’s objectives without, necessarily, always seeking to maximise the company’s profits.

The Shareholder and Joint Venture Group resolved to:

Agree the addendum to the Shareholder’s agreement.

Report of:    The Company Secretary for the Housing Group

Purpose of report:

To request that the Shareholder considers, and if appropriate agrees, the proposed amalgamation of the original Shareholder’s Agreement for Oxford City Housing Limited and its two subsidiaries Oxford City Housing (Investment) Ltd and Oxford City Housing (Development) Ltd (together “the Housing Group”) with a short Supplemental Agreement previously agreed by the Shareholder Group in December 2017.

Recommendation:

That the Housing Group Shareholder resolves to:

1.       Agree the amended Shareholder’s Agreement for the Housing Group as attached to this report as Appendix 1, so that the original provisions agreed in March 2017 can be amalgamated in one single document with the additional provision, agreed in December 2017, to facilitate inter-company loan transfers.

The Company Secretary had submitted a report which proposed the amalgamation of the original Shareholder’s Agreement for Oxford City Housing Limited and its two subsidiaries Oxford City Housing (Investment) Ltd and Oxford City Housing (Development) Ltd (together “the Housing Group”) with a short Supplemental Agreement previously agreed by the Shareholder Group in December 2017.

The Housing Group Shareholder resolved to:

1.       Agree the amended Shareholder’s Agreement for the Housing Group as attached to this report as Appendix 1, so that the original provisions agreed in March 2017 can be amalgamated in one single document with the additional provision, agreed in December 2017, to facilitate inter-company loan transfers.

The Company Secretary said that the document would be sealed and signed outside the meeting.

The Monitoring Officer will introduce this item.

The following document had been submitted to the Shareholder Group in a substantially final form:

(a)       a shareholders’ agreement relating to the ownership of shares in and the capital of and the operation and management of the Company to be entered into between (1) Oxford City Housing Limited; and (2) Oxford City Council (the "Shareholders' Agreement");

On 15 March 2017 the Board of Directors of Oxford City Housing Limited resolved to submit this Shareholder Agreement to the Housing Companies Shareholder Group for agreement by both parties.

Recommendation:

That the Housing Companies Shareholder Group resolves to agree the Shareholder Agreement on behalf of Oxford City Council and nominate Cllr Price  to sign on their behalf.

That the Board of Directors resolves to agree the Shareholder Agreement on behalf of Oxford City Housing Limited and nominate Jackie Yates to sign on their behalf.

The Shareholder Group considered the Shareholder Agreement.

The Monitoring Officer presented the document and explained that there was no legal obligation to have a Shareholder Agreement as there was only one shareholder (the Council), but an agreement had been considered to be useful in terms of establishing good governance and defining clear relationships. The Shareholder Agreement had been refined from a standard model and was fairly typical for companies of this nature. The objective was to establish a balance which allowed OCHL to operate with reasonable autonomy while providing adequate safeguards for the Council.

In discussion the following points were noted:

·         The power to initiate a Compulsory Purchase Order (CPO) vested in  the Council

·         The Freedom of Information (FOI) regulations would apply to OCHL because the Council is the sole owner of the company but commercially confidential matters would be exempt from disclosure  under Section 43 of the FOI regulations 

·         The draft Business Plan was submitted for endorsement not adoption (which is a matter for the company directors);

·         The Shareholder Consent Matters (as detailed in Schedule 1 and 2) would be for determination by the Shareholder Group

The Shareholder Group resolved to agree the Shareholder Agreement on behalf of Oxford City Council and to nominate Cllr Price to sign on their behalf.

It was noted that on 15 March 2017 the Board of Directors of Oxford City Housing Limited resolved to agree the Shareholder Agreement and nominate Jackie Yates to sign on their behalf.

Cllr Smith arrived during this item.

On 28 March 2017 the Housing Companies Shareholder Group will be asked to agree the OCHL Shareholders Agreement.

Noted.