The Council considered a report on the appointment of Independent Directors to Council Companies. In July 2020 the Council had agreed to seek the appointment of additional Independent Directors to serve on the Council’s subsidiary companies, namely the Thameswey Group of Companies and the Brookwood Cemetery Group of Companies. A further report had been considered by the Executive in January 2021 to agree the recruitment process and confirm that a total of six appointments would be sought. The report had also highlighted the range of skills and experience which would be sought through the recruitment process.
The report before the Council set out the recommendations of the Appointment Panel and sought the Council’s approval of the proposed appointments with effect from 1 May 2021.
That the recommendations of the Appointment Panel be approved as set out below;
(i) Paul Grimshare be appointed as an Independent Director of Thameswey Energy Limited, Thameswey Central Milton Keynes Limited, Thameswey Solar Limited, Thameswey Sustainable Communities Limited and Thameswey Limited;
(ii) Chris Reid be appointed as an Independent Director of Woking Necropolis and Mausoleum Limited, Brookwood Cemetery Limited and Brookwood Park Limited; and
(iii) Shahid Azeem be appointed as an Independent Director of Woking Necropolis and Mausoleum Limited, Brookwood Cemetery Limited and Brookwood Park Limited.
Reporting Person – Ray Morgan
Following Council on 30 July 2020, the Executive received a report which sought approval of the Executive to the process for the recruitment of Independent Directors to Group Companies. The Leader of the Council explained that, due to the increasing scale of business activity being delivered upon behalf of the Council through its subsidiaries, the Council had agreed to increase the level of independent oversight of the companies.
Paragraph 2.8 of the report was discussed and it was highlighted that preference would be given to candidates with a local connection to the Borough or its neighbouring areas. However the key determinant would be the skills and experience of candidates.
Discussion ensued on the proposed Recruitment Panel. The Executive agreed that it would be helpful to list the participants of the Leader’s Group in full and also include two of the existing Member Directors of the Companies on the Panel. The Executive agreed that the cross-party Recruitment Panel should comprise of the Leader and Deputy Leader of the Conservative Group (or their nominees), the Leader and Deputy Leader of the Liberal Democrat Group (or their nominees), the Leader of the Labour Group (or his nominee), the Leader of the Independent Group (or his nominee), two of the existing Member Directors of the Companies and two of the existing Thameswey Independent Directors.
Following queries raised regarding an inconsistency in the July Council Resolution between the “normal” term of three years and two terms and the maximum of eight years, the Chief Executive explained that the Council had received amendments from the Opposition which had altered the original recommendation from the Executive. The Executive noted that Officers had no power to change the resolution of Council. Officers subsequently accepted that it could be tolerated, as it would provide for exceptional circumstances when a term of office exceeded the “normal” term, for example in the circumstance of a delayed appointment of a new Director.
Regarding remuneration of Independent Directors, the Executive was informed that an appointment of an Independent to one company was £7,115 (former Member Allowance Rate), the second and subsequent company appointments were at 50% of the rate up to an aggregate maximum amount of £15,000. The costs were met from the operating revenues of the companies.
Discussion ensued on the definition of an active protest group, referred to in paragraph 2.9 of the report. The Executive was informed that it would be for the Appointment Panel and ultimately the Council to determine. It was considered important that the Council indicated in advance that it was not seeking “protestors” or “activists” but candidates who would add to the quality of governance and oversight of the companies.
That (i) the range of skills and experience sought for the six Independent Directors, as set out in section 2 of the report, be approved;
(ii) the Recruitment Panel comprise of the Leader and Deputy Leader of the Conservative Group (or their nominees), the Leader and Deputy Leader of the Liberal Democrat Group (or ... view the full minutes text for item 7