There were no declarations of interest.

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 and Joint Venture 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 SJVG is asked to consider:

·       the reports and recommendations from the Companies’ Scrutiny Panel meeting held on 13 March 2020, relating to the papers for that meeting (attached); and

·       any comments and/or recommendations from the Companies’ Scrutiny Panel meeting held on 22 June (to follow).

The Chair of the Companies Scrutiny Panel presented the recommendations from the meetings held on 13 March and 22 June 2020.

Recommendations relating to Oxford Direct Services

In March 2020 the Companies Scrutiny Panel had considered performance report from Oxford Direct Services on Q3 and year to date performance and made recommendations around two particular areas: public toilets, and identifying the most useful performance measures. The Shareholder noted that, as detailed in the report, the Council had accepted these recommendations.

At the meeting on 22 June the Companies Scrutiny Panel had recommended that the Council, when determining whether to recommence paused capital projects, gives weighting to the social value effects of capital projects as criteria. The Shareholder confirmed that it agreed with this recommendation.

Recommendations relating to the Housing Group

In March 2020 the Companies Scrutiny Panel had made two recommendations concerning housing efficiency and sustainability:

1. That the Shareholder and Joint Venture Group considers a report, when suitable data is available, detailing the impacts of the Housing Company building to differing levels of energy efficiency, particularly with reference to the potential impact on returns to the Council and the proportion of social housing delivered.

2.     That the Shareholder and Joint Venture Group seeks the Housing Company to outline a model through which tenant spending on heating can instead be invested in energy-efficiency measures, and which balances the cost of delivering any such measures with the need to provide tangible reductions in heating bills to tenants.

The Shareholder confirmed its agreement to the first of the recommendations and its partial agreement to the second recommendation on the basis that it might be more appropriate for the Council’s HRA team, rather than the Housing Group, to take the lead on that matter.

Those who may attend for this company’s items:

Company Directors (Oxford City Council appointed)

Simon Howick

Tim Sadler

Company officers

Lindsay Cane (Company Secretary)

Present for this part of the meeting

Directors

Tim Sadler

Simon Howick

Others in attendance

Lindsay Cane (Company Secretary)

Gregor Budde (Finance Director)

The Managing Director has submitted an update on the Oxford Direct Services Group performance for 2019/20.

Recommendation: that the Shareholder and Joint Venture Group resolves to note ODS Group performance for the financial year 2019/20; recent ODS Board activity; progress on the ODS Business plan; and consequential decisions.

The Shareholder and Joint Venture Group welcomed the newly appointed Finance Director and recorded its thanks to the Directors and all employees of Oxford Direct Services for their hard work and commitment in response to the COVID-19 pandemic and in supporting the Council and the residents of Oxford.

The ODS Managing Director, spoke to the report which detailed the ODS Group performance for the financial year 2019/20.

The Shareholder  and Joint Venture Group resolved to note:

1. ODS Group performance for the financial year 2019/20;
2. recent ODS Board activity;
3. progress on the ODS Business plan; and
4. consequential decisions.

Councillor Hayes assumed the Chair for part of this item as Councillor Brown lost internet connection.  Councillor Brown had resumed the Chair for summing up on this item.

Those who may attend for this company’s items:

Oxford City Council’s Company Directors

Tom Bridgman

Gordon Mitchell

Jane Winfield

For the company

Lindsay Cane (Company Secretary)

Stephen Hing (OxWED Development Director)

Kevin Minns (OxWED Executive Officer)

Present for this part of the meeting

Oxford City Council’s Company Directors

Tom Bridgman

Jane Winfield

Others in attendance

Lindsay Cane (Company Secretary)

Stephen Hing (OxWED Development Director)

Kevin Minns (Nuffield Company Director)

The Development Director for OxWED has submitted an update on the work of the company.

Recommendation: that the Shareholder and Joint Venture Group discusses and notes the report.

The Directors briefed the Shareholder on the approach that OxWED was taking towards the redevelopment of the Oxpens scheme.

The Shareholder and Joint Venture Group resolved to note the report.

The Company Secretary informed the Shareholder and Joint Venture Group on a change in Directors for the company.  Nuffield College had recently appointed two new directors and the Council had appointed Jane Winfield, manager of the Council’s Regeneration and Major Projects department, to join the OxWED board.

The Shareholder and Joint Venture Group resolved to:

1.     note the appointment of Jane Winfield as one of the three OxWED Board directors nominated by Oxford City Council.

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 (Regeneration and Major Projects Service Manager)

Present for this part of the meeting

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

Jane Winfield

Stephen Clarke

The Regeneration and Major Projects Service Manager has submitted an update on the activities of Barton Oxford LLP.

Recommendation: that the Shareholder and Joint Venture Group discusses and notes the report and the private appendix.

Jane Winfield, Regeneration and Major Projects Service Manager gave an update into the activities of Barton Oxford LLP over the past two quarters.

The pandemic meant that all building sites had been closed in March. Some contractors were now back on site observing Government guidance on safe working practices. It was too early to make any assumptions about the impact the COVID-19 pandemic would have on the Oxford housing market. As well as a potential fall in sales values there may also be changes to tenure demand. Historically, however, Oxford has proved to be resilient to falls in value due to high levels of latent demand.  

The bus link from the A40 into Northway was open and the free bus service has started operating between the site and the John Radcliffe. This was an interim service which the County Council could extend by 3 months if the road connection has not been completed by September.

The Regeneration and Major Projects Service Manager undertook to circulate further information regarding the County Council’s plans for the bus service.

The Shareholder and Joint Venture Group resolved to:

1.     note the contents of the report and the confidential appendix.

Those who may attend for this company’s items:

Company Directors:

Stephen Clarke

Jane Winfield

Mike Day (Managing Director)

Others in attendance

Lindsay Cane (Company Secretary)

David Watt (Strategic Finance Manager)

Present for this part of the meeting

Directors

Stephen Clarke

Jane Winfield

Others in attendance

Lindsay Cane (Company Secretary)

Mike Day (Managing Director elect)

The Company Secretary has submitted a report on recent developments in regard to the composition of the Boards of three Housing Group companies, seeking confirmation of recent appointments.

Recommendation: that the Shareholder and Joint Venture Group agrees the four recommendations in the report.

The Company Secretary presented the report which detailed recent appointments to the executive management team and in the composition of the Boards of the three Housing Group companies.

The Shareholder and Joint Venture Group resolved to:

1.     Note that the Housing Group of companies had made the changes set out in the report (as previously authorised in principle by the Shareholder and Joint Venture Group) in regard to the composition of the Boards of each of three Housing Group companies: Oxford City Housing Limited; Oxford City Housing (Development) Limited and Oxford City Housing (Investment) Limited (collectively “the Housing Group”).

2.     Note that Kerry Kyriacou and Rosemary Farrar, who were appointed as non-executive directors of the Housing Group in January 2020, were now recorded at Companies House as Board directors of the Housing Group.

3.     Confirm the appointment of Richard Connolly as the third non-executive director of the Housing Group, and note his continuing appointment as a Board director.

4.     Confirm the appointment of Mike Day as the Managing Director of the Housing Group and approve his appointment as a Board Director of the Housing Group for registration at Companies House.

The Shareholder and Joint Venture Group recorded its thanks to Richard Connolly for his work as interim Managing Director and looked forward to his continuing involvement as a Non-Executive Director to the Housing Group of companies.

The Chair welcomed Mike Day to his first meeting of the Shareholder and Joint Venture Group.

Councillor Turner left the meeting at the end of this item.

The Strategic Finance Manager of the Housing Group has submitted an update on the 2019/20 outturn position; and on the development and acquisition programme, the business plan refresh, and the risk register.

Recommendation: that the Shareholder and Joint Venture Group considers and agrees the four recommendations in the report.

Stephen Clarke spoke to the report which provided an update on the 2019/20 outturn position; and on the development and acquisition programme, the business plan refresh, and the risk register.

The Shareholder and Joint Venture Group resolved to:

1. Note the draft consolidated financial outturn and commentary for 2019/20
2. Note the proposed OCHL development programme
3. Note the issues to be considered in the Business Plan re-fresh
4. Note the OCHL Risk Register and additional commentary

Recommendation: to approve the public and private minutes of the Shareholder and Joint Venture Group meeting on 19 November  2019 as a true and correct record.

(The meeting scheduled for 17 March 2020 was cancelled)

The Shareholder and Joint Venture Group resolved to agree the public minutes of the meeting held on 19 November 2019 as a true and accurate record.

Dates of next meetings:

Shareholder and Joint Venture Group           Companies Scrutiny Panel

16 September 2020                                          14 September 2020

16 December 2020                                           14 December 2020

The next meeting was scheduled for 16 September 2020.