Issue - meetings

Decision:

To delegate authority to the Joint Strategic Director of Transformation and Governance in consultation with the Monitoring Officer and Leader of the Council the power to take all steps necessary to implement the winding-up of Guildford Borough Council Holdings Limited and to enter all agreements necessary to enable this matter to be completed.

Reason:

To fulfil the Council’s corporate governance duties in respect of its subsidiary company.

Other options considered and rejected by the Committee:

To not approve the proposed winding up of GBCH

Details of any conflict of interest declared by the Leader or lead councillors and any dispensation granted:

None.

The Leader of the Council introduced the report.

There was a correction to the published report which was set out in the Supplementary Information Sheet. Paragraph 3.49(a) should read ‘revision of the Articles of Association’.

On 23 February 2016 the Executive resolved to establish North Downs Housing Limited (“NDHL”) and a parent company, Guildford Borough Council Holdings (“GBCH”).  The Council was the sole shareholder in GBCH.  At the time it was resolved to establish one company for the purpose of acquisition and management of housing and a holding company to act as a parent company should further companies be necessary for specific development projects in the future.  

To date there were no additional companies and no current proposals for any further companies.  Therefore, GBCH was redundant and a waste of administrative resources. It was proposed that GBCH be wound up and that NDHL would report directly to the Council along with a complete review of the proper governance processes.

Concern was expressed over the financial implications as set out in the report which anticipated that the legal costs for the Council will be in the region of £6,000.  It was also anticipated that there will be legal costs to GBCH of £10,000 and to NDHL of £15,500.  It was explained that the costs covered not just winding up GBCH but also the transfer of shares back to the Council which would also require amendments to the Articles of Association and subsequently to the delegation’s matrix to ensure appropriate governance going forward. A breakdown of costs was available should members wish to see it. There was no requirement to go out to tender for this work under the Council’s procurement rules. The solicitor’s who would be instructed were those who set up the company and there be a saving to the Council due to their familiarity with the company and access to relevant information.

RESOLVED:

To delegate authority to the Joint Strategic Director of Transformation and Governance in consultation with the Monitoring Officer and Leader of the Council the power to take all steps necessary to implement the winding-up of Guildford Borough Council Holdings Limited and to enter all agreements necessary to enable this matter to be completed.

Reason:

To fulfil the Council’s corporate governance duties in respect of its subsidiary company.