Agenda, decisions and draft minutes

Councillors Tom Hunt, Carla Morson and Angela Goodwin sent apologies for absence. They were replaced by Councillors Richard Lucas, Fiona White and Merel Rehorst-Smith respectively.

In accordance with the Councillors’ Code of Conduct, a councillor is required to disclose at the meeting any disclosable pecuniary interest (DPI) that they may have in respect of any matter for consideration on this agenda.  Any councillor with a DPI must notparticipate in any discussion or vote regarding that matter and they must also withdraw from the meeting immediately before consideration of the matter.

If that DPI has not been registered, the councillor must notify the Monitoring Officer of the details of the DPI within 28 days of the date of the meeting.

Councillors are further invited to disclose any non-pecuniary interest which may be relevant to any matter on this agenda, in the interests of transparency, and to confirm that it will not affect their objectivity in relation to that matter.

There were no declarations of interest.

To confirm the minutes of the meeting of the Committee held on 20 March 2023 as a correct record.

The minutes of the meeting held on 20 March 2023 were confirmed as correct. The Chairman signed the minutes.

The minutes of the meeting held on 20 March 2023 were confirmed as correct. The Chairman signed the minutes.

Decision:

1.     Jo Knight be appointed as a director of Guildford Borough Council Holdings to take effect on the Company receiving notice from the Council for a term of 4 years. 

2.     Tom Hunt be appointed as a director of Guildford Borough Council holdings to take effect on the Company receiving notice from the Council for a term ending on 7 January 2028.

3.     the Executive Head of Service for Legal & Democratic Services to make a further appointment, if possible, of a director to Guildford Borough Council Holdings to take effect on the Company receiving notice from the Council for a term of 4 years.

Reason(s):

1.     To ensure that the Company has sufficient directors to enable decisions to be made, in particular to allow for the approval of the accounts which are due to be submitted in March 2024.

2.     The appointment of directors to the Company can be undertaken by the Board but at present the Board is not quorate and therefore the only decisions which can be made is a request to the Council for the appointment of additional directors.  It is also advisable to have sufficient directors to ensure that the Board remains quorate and provide some flexibility.  In accordance with Article 21.2.1 of the Articles of Association that Council is able to appoint directors to the Board.  This will ensure resilience and that the Board are able to fulfil their statutory duties in a timely manner.

Other options considered and rejected by the Committee:

None.

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

None.

On 23 February 2016, the Executive resolved to establish the Company of which the Council was the sole shareholder. As the sole shareholder, the Council was the ultimate owner of the Company, and it was in the Council’s interests to ensure that the Board was quorate, and the directors were able to meet their statutory obligations.  To enable the Board to be quorate there must be at least three directors, of whom one must be an Officer of the Council and one must be a Member of the Council.

The Committee was asked to appoint two further directors to the Board of Guildford Borough Council Holdings Limited (the “Company”) company number 10152910 to enable decisions to be made, in particular to allow for the approval of the accounts which were due to be submitted in March 2024.

The Lead Councillor for Regulatory and Democratic Services agreed with recommendations. Consequently, the Committee,

RESOLVED:

(1)         That Jo Knight be appointed as a director of Guildford Borough Council Holdings to take effect on the Company receiving notice from the Council for a term of 4 years. 

(2)         That Councillor Tom Hunt be appointed as a director of Guildford Borough Council holdings to take effect on the Company receiving notice from the Council for a term ending on 7 January 2028.

(3)         That the Executive Head Legal & Democratic Services be authorised to make a further appointment of a director to Guildford Borough Council Holdings to take effect on the Company receiving notice from the Council for a term of 4 years.

Reason(s):

1.     To ensure that the Company had sufficient directors to enable decisions to be made, in particular to allow for the approval of the accounts which were due to be submitted in March 2024.

2.     The appointment of directors to the Company could be undertaken by the Board but at present the Board was not quorate and therefore the only decisions which could be made was a request to the Council for the appointment of additional directors.  It was also advisable to have sufficient directors to ensure that the Board remained quorate and provide some flexibility.  In accordance with Article 21.2.1 of the Articles of Association that Council was able to appoint directors to the Board.  This would ensure resilience and that the Board was able to fulfil its statutory duties in a timely manner.