Agenda item

To consider the report of the Strategic Director for Corporate Resources.

Agreed:

Exeter City Group Limited

RECOMMENDED that Council approve:-

(1)  to grant delegated authority to the Chief Executive as shareholder representative to issue and sign the written special resolutions in Appendix 1 of the report to amend the Articles of Association of Exeter City Group (ECG) and Exeter City Living (ECL) to:-

a)    reduce the objectives of both companies to holding and managing property;

b)    operate with a minimum of one Director;

c)to delegate authority to the Chief Executive as shareholder representative to make any further amendments to the constitutional documents of ECG and ECL and where appropriate any subsidiaries of ECG to reduce the company structure to a single company;

d)to delegate authority to the Chief Executive as shareholder representative to wind-up and dissolve the dormant subsidiaries of ECG namely Exeter City Homes Limited and Exeter City Living Property Limited and, at a later date ECG, itself;

e)to approve the Business Plan for 2025-26; and

f)  to delegate authority to the Strategic Director for Corporate Resources to annually agree the management fee percentage with the Director of ECL to ensure that the Company remains solvent but does not generate profits.

Exeter Business Centre Limited

RECOMMENDED that Council approve:-

(2)  the initiation of a review of Exeter Business Centre to consider whether it is still meeting the objectives set for it when originally established; and

(3)  a budget of up to £10,000 to conduct the review funded from the General Fund Balance.

All Companies

RESOLVED that the Executive approves:

(4)  to grant delegated authority to the Chief Executive to appoint Directors and Client Leads (where appropriate);

(5)  to grant delegated authority to the Chief Executive in consultation with the Leader of the Council, to appoint Shareholder Representatives; and

(6)  that an update report be provided to the Executive and Council in six months’ time to update Councillors on the performance of each Company.

Reason for Decision: As set out in the report.

Councillor Foale left the meeting at the commencement of the item.

The Executive received the report which updated Members on companies, alternative delivery models and charities connected with or controlled by Exeter City Council so that Members were advised of their activities and financial performance. The report also presented recommendations on the changes to the structure of the Exeter City Group of companies, Exeter Business Centre Limited, and to adopt a robust governance model for entities connected with or controlled by Exeter City Council.

Particular reference was made to:-

·         ECQT (Exeter Canal and Quay Trust) being both a charity and company was included but wasn’t seeking recommendations for approval;

·         there was a focus is on improving Exeter City Living's (ECL) structure to reflect it being a smaller company and addressing some wider issues of the group;

·         authorisation was being sought to close two of Exeter City Groups subsidiaries and delegated authority to close the group and remove Exeter City Living from direct Council control;

·         delegated authority was sought for the Chief Executive to appoint Directors and client leads for all companies and shareholder representatives being relevant Councillors;

·         there would be future reports being presented on a six-monthly basis to monitor the performance of the companies;

·         a review of Exeter Business Centre was being proposed; and

·         neither the City Council or Exeter Business Centre owned the building which the Business Centre operated from, and its lease was due for renewal next year.

The Head of Legal and Democratic Services & Monitoring Officer advised that the Council would be approaching this work in a careful and gradual process with various stages and mechanisms for recruiting to the ECQT being looked at in time.

During the debate, Members raised the following points and questions:-

·         clarification was sought on the shared representative role being elected Members, except for ECL where it would be the Chief Executive?

·         Clarification was sought on the reduction in the number of Directors for the Exeter City Group and whether it was necessary?

·         would information on officer remuneration as Directors be made available?

·         the report was complex and further update reports would be welcomed; and

·         the Exeter City Living property company and changes were subject to change as part of the overall deal.

Opposition group leaders raised the following points and questions:-

·         as part of the Exeter Science Park Agreement, other shareholders were required to advise if they had converted outstanding loan to equity. Had this has been done?

·         could an update on placements to outside bodies be provided?

·         consistency with Shareholder Representative and Director appointments for all companies was important, as was Councillor involvement;

·         further details on the Business Centre Board review and its outcomes was required;

·         the amendments to the Articles of Association needed to address placements and vacancies for Directors;

·         ECQT being a charity should not be a part of the corporate performance and reporting framework;

·         concern was raised about structures involving a single Director instead of two Directors, to ensure reliance and accountability; and

·         clarification was needed on the ability of both Directors and Shareholder Representatives in formally reporting back to Council.

In response to questions raised, the Strategic Director for Corporate Resources and Head of Legal and Democratic Services & Monitoring Officer advised that:-

·         the position of the Shareholders would be delegated to the Chief Executive in consultation with the Leader. The general principle would be the shareholder representative being a Councillor, except for ECL, where it may not be appropriate;

·         initial steps for the reduction in Directors for Exeter City Group would be dealt with through the process;

·         a report would be brought back to Council, to make any final decision on the Exeter Business Centre;

·         Exeter City Council was listed as a person of security and control on the Company’s House website for ECQT and therefore, it was considered important to include ECQT as part of the reporting on performance; and

·         Members may wish to exclude ECQT from future reports.

The Chief Executive advised that any recommendations to change shareholder representatives would be brought back to Members. The Chief Executive being the current shareholder representative for Exeter City Living was looking to move the process forward.

Leader also advised that the Council was looking to ensure there was supervision of the Science Park and that the Council would not interfere with the running of ECQT. There would also be ongoing discussions and reviews of the company’s moving forward.

The Leader moved the recommendations, which were seconded by Councillor Wright, voted upon, and CARRIED unanimously.

Exeter City Group Limited

RECOMMENDED that Council approve:-

(1)  to grant delegated authority to the Chief Executive as shareholder representative to issue and sign the written special resolutions in Appendix 1 of the report to amend the Articles of Association of Exeter City Group (ECG) and Exeter City Living (ECL) to:-

a)    reduce the objectives of both companies to holding and managing property;

b)    operate with a minimum of one Director;

c)to delegate authority to the Chief Executive as shareholder representative to make any further amendments to the constitutional documents of ECG and ECL and where appropriate any subsidiaries of ECG to reduce the company structure to a single company;

d)to delegate authority to the Chief Executive as shareholder representative to wind-up and dissolve the dormant subsidiaries of ECG namely Exeter City Homes Limited and Exeter City Living Property Limited and, at a later date ECG, itself;

e)to approve the Business Plan for 2025-26; and

f)  to delegate authority to the Strategic Director for Corporate Resources to annually agree the management fee percentage with the Director of ECL to ensure that the Company remains solvent but does not generate profits.

Exeter Business Centre Limited

RECOMMENDED that Council approve:-

(2)  the initiation of a review of Exeter Business Centre to consider whether it is still meeting the objectives set for it when originally established; and

(3)  a budget of up to £10,000 to conduct the review funded from the General Fund Balance.

All Companies

RESOLVED that the Executive approves:

(4)  to grant delegated authority to the Chief Executive to appoint Directors and Client Leads (where appropriate);

(5)  to grant delegated authority to the Chief Executive in consultation with the Leader of the Council, to appoint Shareholder Representatives; and

(6)  that an update report be provided to the Executive and Council in six months’ time to update Councillors on the performance of each Company.