Issue - meetings

Independent Directors of Subsidiaries

Meeting: 30/07/2020 - Council (Item 9)

Independent Directors of Subsidiaries EXE20-037

Additional documents:

Minutes:

The Leader of the Council introduced the recommendations of the Executive for revised arrangements in respect of increasing the number of Independent Directors on the Council’s subsidiary companies and formalising their respective terms of office.  Due to the high level of activity and increasing scale of business, it was considered appropriate to increase the number of Independent Directors and formalise the period of service having regard to best practice.  It was noted that Councillor Barker had suggested several amendments to the recommendations which were welcomed and accepted by the Leader of the Council.  The proposed amendments were:

o    Reword (ii) The normal term of office of an Independent Director be THREE years WITH A MAXIMUM OF TWO TERMS TO BE SERVED

 

o    Replace current (iv) with - The current Independent Directors be retired on a rolling basis, one each year from 2022, so that experience is retained alongside the appointment of new Directors and all current Directors retire by 2024

 

o    Add new point (vi)  – The member panel should seek to recruit Board members who are connected to and representative of the Woking population, particularly in relation to gender and ethnic background.

 

Members welcomed the proposed amendments and agreed the recommendations as amended.

          RESOLVED

That (i)    the number of Independent Directors on Council subsidiaries be increased to two;

          (ii)   the normal term of office of an Independent Director be three years with a maximum of two terms to be served;

          (iii) the normal maximum term of office of an Independent Director be eight years;

          (iv) the current Independent Directors be retired on a rolling basis, one each year from 2022, so that experience is retained alongside the appointment of new Directors and all current Directors retire by 2024;

          (v)   a Panel of Members be appointed to oversee the recruitment process and recommend appointments to the Council; and

          (vi)  the Member Panel should seek to recruit Board members who are connected to and representative of the Woking population, particularly in relation to gender and ethnic background.


Meeting: 16/07/2020 - Executive (Item 7)

7 Independent Directors of Subsidiaries EXE20-037 pdf icon PDF 62 KB

Reporting Person – Ray Morgan

Additional documents:

Minutes:

The Executive received a report which sought the approval of the Executive to recommend to Council revised arrangements in respect of increasing the number of Independent Directors on the Council’s subsidiary companies and formalising their respective terms of office.  It was noted that, due to the high level of activity and increasing scale of business, it was considered appropriate to increase the number of Independent Directors and formalise the period of service having regard to best practice.  The Chairman highlighted an amendment to recommendation (iv) to include the words ‘if they so wish to continue’.

Following a question regarding costs, the Executive was advised that there were no costs to the Council as any appointment was paid by the subsidiary company.  It was stated that the amount payable to Independent Directors was a proportion of Member Allowance up to a maximum of £15,000 per annum.  The Chief Executive undertook to circulate a note to Members regarding the formula.  The Executive noted that Councillors and Officers appointed as Directors to subsidiary companies did not receive payment.

Regarding continuity and intelligence base, the Executive noted that it was important to allow Independent Directors to serve on more than one Board and to retain the knowledge of the existing Independent Directors.

Members welcomed the proposed revised arrangements which would improve the governance arrangements of subsidiary companies.

REcommended to Council 

That  (i)    the number of Independent Directors on Council subsidiaries be increased to two; 

          (ii)   the normal term of office of an Independent Director be four years;

          (iii)  the normal maximum term of office of an Independent Director be eight years;

          (iv)  the current Independent Directors be reappointed for four years from 1 April 2021, if they so wish to continue; and

          (v)   a Panel of Members be appointed to oversee the recruitment process and recommend appointments to the Council.

Reason:   To improve the governance arrangements of subsidiary companies.