None.

Access to reports and admission to Shareholder and Joint Venture Group Meetings

A limited company in which a local authority holds an interest, even a 100% interest, falls outside the strict requirements of local government law.

It follows, therefore, that meetings between the shareholder of a private limited company and the directors of such company are essentially private matters, to which the public holds no automatic right of admittance.

While this Council would be entitled, therefore, to treat its shareholder meetings as entirely private matters, in the spirit of transparency it has allowed public access to the “open” parts of the meeting, only going into private session when any matters of a confidential, commercial or financial nature are discussed. 

The agenda lists all reports to be considered and whether access to these is ‘public’ or ‘private’.

The Chair of the SJVG will confirm at the start of the meeting:

·         which reports and parts of the business are to be discussed in public session (to which the public and those not directly involved in the Company can be admitted) and

·         which reports and parts of the business are to be discussed in private (to which only the relevant Company’s directors and their advisers will be admitted).

The Chair at her discretion may decide to move from public to private discussion or vice-versa at any point during the meeting.

The Shareholder group members agreed that all items relating to the individual companies would be discussed in private session.  They agreed to exclude the public and also all directors and officers who were neither their advisers nor had a direct relationship with the company being discussed. 

The Shareholder to consider recommendations of the Companies’ Scrutiny Panel.

The Chair reported that the recommendations flowing from the Companies Scrutiny Panel had already been agreed as a way forward by the Shareholder and the Chair of the Panel had therefore agreed to withdraw the recommendations.

Those who may attend for this company’s items.

Company Directors:

Richard Connolly (Chair of the Board)

Stephen Clarke

Jane Winfield

Others in attendance

Lindsay Cane (Company Secretary)

David Watt (Strategic Finance Manager)

Alan Wylde (Adviser)

Present for this part of the meeting:

Company Directors:

Richard Connolly (Chair of the Board)

Stephen Clarke

Others in attendance

Lindsay Cane (Company Secretary)

David Watt (Strategic Finance Manager)

Alan Wylde (Adviser)

The Interim Managing Director of the Housing has submitted a report to introduce the OCHL Strategic 10 year Business Plan and explain the changes since the Draft Strategic Business Plan of September 2019.  The Shareholder is asked to endorse the OCHL Plan.

Detailed recommendations are set out in the report.

Richard Connolly spoke to the report which set out to introduce the OCHL Strategic 10 year Business Plan and explain the changes since the Draft Strategic Business Plan of September 2019.

The Shareholder and Joint Venture Group resolved to:

1.    Endorse the OCHL Strategic Business Plan (subject to certain conditions);

2.    Note the specific points raised in this report, since endorsement of the Draft Strategic Business Plan on 25 September 2019; and

3.    Agree 

                      I.        there should be an agreed on-going level of annual dividend;

                    II.        arrangements to  reduce debt.

The Strategic Finance Manager for the Housing  Company has submitted a report  which covers performance for the first half of 2019/20 and comments on the effect of the most recent updates made to the approved 10 year Strategic Development Plan. Performance impact is discussed in the body of the report but also exemplified via a series of dashboards displaying data and performance on operational activities, development and acquisition progress and finally financial performance. The areas selected for measurement and comment represent the initial suggested points of interest, however it is hoped and expected overtime that the company Shareholder will identify other areas of interest for future assessment so this report continues to be valuable and fit for purpose for all concerned.

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

1.    Note the contents of the report discussing current performance across the main areas of activity i.e. operations, development and finance.

2.    Note the revised draft Business Plan schedule of projects at Appendix 1.

3.    Note the contents within the series of dashboards across the remaining appendices and provide comment and feedback for future reporting.

Cllr Tidball left at the end of this item

The Strategic Finance Manager introduced the report which focussed on three areas of activity: operational; development and acquisition; finance.

The Shareholder and Joint Venture Group resolved to:

1.    Note the contents of the report discussing current performance across the main areas of activity i.e. operations, development and finance;

2.    Note the revised draft Business Plan schedule of projects at Appendix 1; and

3.    Note the contents within the series of dashboards across the remaining appendices subject to the comments noted above.

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.

The Company Secretary of the Housing Group of Companies has submitted a report which sets out the process through which it is intended that up to three non-executive directors be selected and appointed to join the company Boards as the appointment of  non-executive directors, to the Housing Group is a matter reserved for the Shareholder. 

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

1.    Note that the Housing Group of companies wishes to proceed with the recruitment of up to three non-executive directors for the Housing Group to strengthen the existing Boards;

2.    Nominate two members of the Shareholder and Joint Venture Group to participate in the recruitment and selection process, to include membership of the interview panel, one of whom to be the Chair of the Shareholder and Joint Venture Group;

3.    Following the selection of the successful candidate(s), to delegate authority to the Chair of the Shareholder and Joint Venture Group to appoint the successful candidate(s) as Board Director(s) of the Housing Group.

The appendix to this report will be issued as a supplement.

The Company Secretary introduced the report which set out a process to appoint up to three non-executive directors. The value of bringing in external expertise was undoubted. Officers reported that a shortlisting process was already underway from a very strong field of potential candidates.

The Shareholder and Joint Venture Group resolved to:

1.    Note that the Housing Group of companies wishes to proceed with the recruitment of up to three non-executive directors for the Housing Group to strengthen the existing Boards;

2.    Nominate up to two members of the Shareholder and Joint Venture Group to participate in the recruitment and selection process, to include membership of the interview panel, one of whom to be the Chair of the Shareholder and Joint Venture Group; and

3.    Following the selection of the successful candidate(s), to delegate authority to the Chair of the Shareholder and Joint Venture Group to appoint the successful candidate(s) as Board Director(s) of the Housing Group.

The Company Secretary of the Housing Group of Companies has submitted a report  which sets out the process through which it is intended that a new Managing Director be selected and appointed to join the Board.The appointment of Board Directors to the Housing Group is a matter reserved for the Shareholder. 

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

1.    Note that Oxford City Council, on behalf of the Housing Group, is proceeding with the recruitment of a Managing Director for the Housing Group for an initial fixed term of 2 years, to replace the current Interim Managing Director;

2.    Nominate two members of the Shareholder and Joint Venture Group to participate in the recruitment and selection process, to include membership of the interview panel, one of whom to be the Chair of the Shareholder and Joint Venture Group;

3.    Following the selection of the successful candidate, to delegate authority to the Chair of the Shareholder and Joint Venture Group to appoint the successful candidate as a Board Director to the Housing Group for the term of his/her appointment as interim Managing Director.

The appendix to this report will be issued as a supplement.

Cllr Chapman left at the end of this item

The Company Secretary introduced the report which set out the process through which it was intended to select and appoint a  new Managing Director to the Housing Group of Companies.

The Shareholder  and Joint Venture Group resolved to:

1.    Note that Oxford City Council, on behalf of the Housing Group, is proceeding with the recruitment of a Managing Director for the Housing Group for an initial fixed term of 2 years, to replace the current Interim Managing Director;

2.    Nominate up to two members of the Shareholder and Joint Venture Group to participate in the recruitment and selection process, to include membership of the interview panel, one of whom to be the Chair of the Shareholder and Joint Venture Group;and

3.    Following the selection of the successful candidate, to delegate authority to the Chair of the Shareholder and Joint Venture Group to appoint the successful candidate as a Board Director to the Housing Group for the term of his/her appointment as interim Managing Director.

Those who may attend for this company’s items.

City Council’s representatives on the Limited Liability Partnership (LLP):

Stephen Clarke

Caroline Green

Jane Winfield

Present for this part of the meeting.

City Council’s representatives on the Limited Liability Partnership (LLP):

Stephen Clarke

The Regeneration and Major Projects Service Manager has submitted a report to provide an update into the activities of Barton Oxford LLP over the quarter.

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

Note the contents of the report.

Stephen Clarke spoke to the report which updated the Shareholder with progress over the previous quarter.

The Shareholder  and Joint Venture Group resolved to:

Note the report and accompanying confidential appendix.

Please see previous minute.

Those who may attend for this company’s items.

Company Directors:

Simon Howick

Aled Bath

Tim Sadler

Others in attendance:

Lindsay Cane (Company Secretary)

Present for this part of the meeting.

Company Directors:

Simon Howick

Others in attendance:

Lindsay Cane (Company Secretary)

The Managing Director of Oxford Direct Services has submitted an update on  the work of Oxford Direct Services.

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

1.    Note progress with capital grant funding for transformation

2.    Note the intention to extend the fleet to take advantage of the ESO grant

Simon Howick, Managing Director, spoke the report.

The Shareholder  and Joint Venture Group resolved to:

1.    Note progress with capital grant funding for transformation;and

2.    Note the intention to extend the fleet to take advantage of the ESO grant

Those who may attend for this company’s items.

Oxford City Council’s Company Directors

Gordon Mitchell

Tom Bridgman

Others in attendance

Lindsay Cane (Company Secretary)

Stephen Hing (OxWED Development Director)

Present for this part of the meeting.

Oxford City Council’s Company Directors

Tom Bridgman

Others in attendance

Lindsay Cane (Company Secretary)

Stephen Hing (OxWED Development Director)

The Development Director for OxWED has submitted a report to update the Shareholder and Joint Venture Group on the work of OxWED.

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

Note the report.

Stephen Hing introduced a report which provided an update on progress with the Oxpens development. 

The Shareholder  and Joint Venture Group resolved to:

Note the report, while expressing support for one of the alternatives set out in it.

Recommendation: to approve the public minutes of the Shareholder meeting held on 25 September as true and accurate record.

The Shareholder and Joint Venture Group resolved to agree the public minutes of the meeting held on 25 September as a true and accurate record.

Recommendation: to approve the private minutes of the Shareholder meeting held on 25 September as true and accurate record.

The Shareholder and Joint Venture Group resolved to agree the private minutes of the meeting held on 25 September as a true and accurate record.