Agenda and minutes

Shareholders Committee - Tuesday, 25th October 2022 7.30 p.m.

Contact: Liz Bateson, Democratic Services - email  ebateson@lancaster.gov.uk 

Items
No. Item

6.

Declarations of Interest

Minutes:

No declarations were made at this point.

7.

Items of Urgent Business

Minutes:

There were no items of Urgent Business.

8.

Minutes

To approve the Minutes of the last meeting held on 26 July 2022 (previously circulated).

Minutes:

The minutes of the meeting held on 26 July 2022 were agreed as a correct record.

9.

Shareholders Terms of Reference pdf icon PDF 229 KB

Additional documents:

Minutes:

The Chief Executive presented a report which sought to confirm that Shareholder Committee’s Terms of Reference prior to being forwarded to Cabinet for approval.

 

The options, options analysis, including risk assessment and officer preferred option, were set out in the report as follows:

 

 

Option 1: Approve the

Shareholder Committee

Meeting rules

Option 2: Do not approve the Shareholder Committee

Meeting rules

Advantages

The Council is adhering to

the rules contained with the

Shareholders Agreement in

reviewing the Terms of

Reference annually.

None known.

Disadvantages

None known.

No disadvantages known

other than not working to the process as outlined in the formerly signed Shareholders Agreement.

Risks

None known.

Limited as set out above in the Disadvantages.

 

The officer preferred option is Option 1. By approving the Terms of Reference this allows for appropriate amendments to be made aligned to agreed processes as set out in the Shareholders Agreement.

 

It was suggested that one change should be proposed by the Committee prior to approval by Council Cabinet and this was that the Shareholder Committee meetings should be conducted in accordance with the rules of Council Cabinet as modified by any rules of the Committee.  This change was highlighted in the Appendix to the report (point 3.6.)

 

It was proposed by Councillor Caroline Jackson, seconded by Councillor Matthews and unanimously agreed when put to the vote:-

 

Resolved unanimously:

 

That the revised terms of reference as set out in the Appendix to the report be endorsed by the Shareholder Committee and forwarded to Cabinet for approval.

 

10.

Conduct of Shareholders Meeting Procedure pdf icon PDF 351 KB

Additional documents:

Minutes:

The Chief Executive presented a report which sought to confirm and approve the Shareholder Rules of Meeting.

 

The options, options analysis, including risk assessment and officer preferred option, were set out in the report as follows:

 

 

Option 1: Approve the

Shareholder Committee

Meeting rules

Option 2: Do not approve the

Shareholder Committee

Meeting rules

Advantages

Clear understanding of

how meetings should be

conducted

None known.

Disadvantages

None known.

Meetings not subject to rules

which allows for potential

challenge.

Risks

None known.

Limited although as with

above disadvantages

meetings not subject to rules

which could present potential

challenge.

 

The officer preferred option is Option 1. By approving the Shareholder Committee Rules clarity around meeting conduct / processes was clear.

 

The Terms of Reference did not address the rules by which the Shareholders meetings should be conducted. The draftShareholder meeting Rules as appended to the report sought toaddress this lacuna and to provide clarity to the ShareholderCommittee, Directors and officers on how meetings were to beconducted.

 

It was proposed by Councillor Caroline Jackson proposed, seconded by Councillor Matthews and unanimously resolved:-

 

Resolved unanimously:

 

That the Morehomes for the Bay Shareholders Rules of Meeting document be approved.

 

11.

Draft Business Plan pdf icon PDF 369 KB

Additional documents:

Minutes:

The Chief Executive introduced a report that sought approval of the inaugural Business Plan for Morehomes for the Bay (Investments) Ltd, jointly with Morehomes for the Bay (Developments) Ltd, prior to a final decision by Lancaster City Council’s Cabinet as per the Companies Articles of Association.

 

The options, options analysis, including risk assessment and officer preferred option, were set out in the report as follows:

 

 

Option 1: Approve the

Business Plan

Option 2: Do not approve the

Business Plan

Advantages

In so doing the Companies

and the Council will be able

to seek to realise its

strategic ambitions around

increasing affordable

housing provision within

the Lancaster District in the

future. Whilst this

inaugural Business Plan

does not set out any

schemes, to have an

approved Business Plan is

a requirement of the

Shareholder Agreement,

and puts the Companies in

the right position for when

it wishes to seek to bring

forward schemes at an

appropriate time.

None identified.

Disadvantages

None identified.

In so doing the Council and

the Companies will be unable

to seek to realise or be

limited in its strategic

ambitions around increasing

affordable housing provision

within the Lancaster District

to its full potential in the

future.

Risks

No risks identified at this

stage, however there will

undoubtedly be as a

minimum, resource

implications in exploring

opportunities and

undertaking viability

assessments in the future

as well as requests for

working capital loans from

the Council. In addition,

any viable schemes put

forward will require

borrowing from the Council

to be on-lent putting

additional financial

pressure on the Council

and impact on the overall

Capital Strategy

programme. Currently

there are risks surrounding

all development

opportunities within the

current financial climate

linked to increased PWLB

rates and inflationary

material / works costs

which may make schemes

previously considered

viable as unviable these

details would be outlined in

more detail with any future

development opportunity

reports.

That the Council’s ambitions

as set out in the recently

approved Lancaster Homes

Strategy would not be

realised. Additionally, if

delays in approval of the

Business Plan are

experienced there are risks

that opportunities which could

present themselves would be

lost.

 

The officer preferred option was ‘Option 1’ – that the Shareholders Committee approves the inaugural joint Business Plan for Morehomes for the Bay (Investments) Ltd and Morehomes for the Bay (Developments) Ltd as detailed at Appendix 1 to the report. This would support the companies in having a working operational plan in how to conduct its business and lays down the parameters for bringing forward schemes in the future.

 

Councillor Caroline Jackson proposed, Councillor Hamilton-Cox seconded and it was unanimously agreed when put to the vote:-

 

Resolved unanimously:

 

(1)             That the Shareholders Committee approve the inaugural Business Plan.

 

(2)        That the Business Plan be shared with the Council’s Cabinet for final approval.

 

12.

Board Update Report pdf icon PDF 348 KB

Additional documents:

Minutes:

The Chief Executive presented a report that sought to provide an update to the Shareholders Committee around key areas of performance / activity since the last Shareholders Meeting in relation to activity of Morehomes for the Bay (Investments) Ltd and Morehomes for the Bay (Developments) Ltd.

 

It was reported that Sarah Davies had been removed as a Director from Companies House and Suzanne Lodge had now been registered as a Director for both companies.  An account with NatWest Bank had been applied for and the application was pending.

 

Resolved:

 

That the report be noted.

13.

AOB

Minutes:

There were no items of Any Other Business.

14.

Date of next meeting - 17 January 2023 (following Cabinet)

Minutes:

The next meeting of the Shareholder Committee would take place on 17 January 2023 at the rise of Cabinet.