Councillor Hollingsworth and Turner sent apologies.

None.

The Group is asked to consider any comments and/or recommendations from the Companies’ Scrutiny Panel on matters not on the agenda.

Representatives of the Companies’ Scrutiny Panel may also comment on substantive items.

The Group received no comments or recommendations from the Companies’ Scrutiny Panel.

If the SJVG wishes to exclude the press and the public from the meeting during consideration of any of the items on the exempt from publication part of the agenda, it will be necessary for the SJVG to pass a resolution in accordance with the provisions of Paragraph 4(2)(b) of the Local Authorities (Executive Arrangements) (Access to Information) (England) Regulations 2012 on the grounds that their presence could involve the likely disclosure of exempt information as described in specific paragraphs of Schedule 12A of the Local Government Act 1972.

The SJVG may maintain the exemption if and so long as, in all the circumstances of the case, the public interest in maintaining the exemption outweighs the public interest in disclosing the information.

The SJVG voted to exclude the press and the public from the meeting during consideration of any of the items on the exempt from publication part of the agenda, passing a resolution in accordance with the provisions of Paragraph 4(2)(b) of the Local Authorities (Executive Arrangements) (Access to Information) (England) Regulations 2012 on the grounds that their presence could involve the likely disclosure of exempt information as described in specific paragraphs of Schedule 12A of the Local Government Act 1972. 

The Director of Law, Governance, and Strategy and the Group Finance Director submitted commentaries on reports relating to ODS.

The report from the Director of Law, Governance, and Strategy to follow the publication of the agenda, as a supplement.

The Group Finance Director and the Director of Law, Governance, and Strategy provided commentaries on reports relating to ODS.

The SJVG discussed the reports in private session.

The SJVG noted the contents of the report.

A report of the ODS Board to provide the SJVG with a summary of the 2024/25 trading at the year end, early progress for 2025/26 and to report back on progress regarding the acquisition strategy.

The Shareholder and Joint Venture Group is recommended:

1.    To note that the unaudited financial performance for the full year 2024/25 for both companies is as follows: ODSL revenue for the full year 2024/25 was £74.7m, ahead of budget by +£9.5m, delivering Profit after tax of £3.1m, ahead of budget by +£1.0m. ODSTL revenue for the full year of trading was £16.4m, marginally lower than expectation £(0.5)m, but delivering profit after tax that exceeded £1m for the first time in its history, ahead of budget £0.2m.

2.    To note the ODS Group continue to expect to recommend a dividend in 2025 in-line with OCC MTFP expectations of £2.4m.

3.    To note a summary of ODSL service highlights and performance 2025/26 by exception

4.    To note a summary of ODSTL commercial business performance 2025/26

5.    To note the progress regarding implementing the ODS Acquisition Strategy

6.    To note the recent ODS Governance & Audit Committee activities and risk management update

The Board of ODS had submitted a performance report to SJVG, providing a summary of the 2024/25 trading at the year end, early progress for 2025/26 and an update on the progress regarding the acquisition strategy.

The SJVG discussed the report in private session.

The SJVG noted the contents of the report.

A report from the ODS Board of Directors to the Shareholder and Joint Venture Group presenting the governance review of the company and its outcomes. The paper seeks the approval of the Shareholder for the adoption of the: amended Articles of Association and Shareholder Agreement of Oxford Direct Services Limited and Oxford Direct Services Trading Limited and the amended Executive Pay Policy.

The Shareholder and Joint Venture Group is requested to:

·       Approve the amended Articles of Association for ODSL and ODSTL.

·       Approve the updated Shareholder Agreements for ODSL and ODSTL.

·       Approve the updated Executive Pay Policy.

The Shareholder and Joint Venture Group resolved as Shareholder to:

1.              To note the amended Articles and Agreements of the Companies attached as agreed with the Council’s Monitoring Officer.

2.              To delegate authority to the Council’s Monitoring Officer to agree the final versions and the execution of the Agreements for and on behalf of the Council as the sole Shareholder of the Companies.

3.              To approve that the amended Articles attached to the written special resolutions (Special Resolutions) be adopted as the Articles of the Companies in substitution for, and to the exclusion of, all existing articles of association of the Companies.

4.              That the Special Resolutions attached to the amended Articles of the Companies be delegated to the Council’s Monitoring Officer to be signed on behalf of the Council as sole Shareholder of the Companies.

5.              To resolve to adopt the Executive Pay Policy.

The Board of ODS presented the governance review of the company and its outcomes to SJVG.

The SJVG discussed the report in private session.

The SJVG noted the contents of the report.

A report from the ODS Board of Directors to the Shareholder and Joint Venture Group requesting the appointment of Paul Concannon as statutory director of ODS.

The Shareholder and Joint Venture Group is requested to:

-       Approve the appointment of Paul Concannon as statutory director of Oxford Direct Services Limited and Oxford Direct Services Trading Limited (ODS).

The Shareholder and Joint Venture Group resolved as Shareholder to:

1.    Appoint Paul Concannon as Statutory Director of Oxford Direct Services Limited and Oxford Direct Services Trading Limited.

The ODS Board of Directors had submitted a report to the Shareholder and Joint Venture Group requesting the appointment of Paul Concannon as statutory director of ODS.

The SJVG discussed the report in private session.

The Shareholder and Joint Venture Group resolved as Shareholder to:

1.    Appoint Paul Concannon as Statutory Director of Oxford Direct Services Limited and Oxford Direct Services Trading Limited.

Recommendation: to approve the public and private minutes of the Shareholder and Joint Venture Group meetings on 29 April 2025 and 07 December 2023 as true and correct records.

The public and private minutes of the meetings held on 29 April 2025 and 07 December 2023 were agreed as a true and accurate record.