Agenda and minutes

Apologies for absence were received from Councillor Liam Lyons.

(i)      To receive declarations of disclosable pecuniary and other interests from Members in respect of any item to be considered at the meeting.

(ii)      In accordance with the Officer Employment Procedure Rules, the Strategic Director - Corporate Resources, Kevin Foster, declares a disclosable personal interest (non-pecuniary) in any items concerning the companies of which he is a Council-appointed director.  The companies are listed in the attached schedule.  The interests are such that Mr Foster may advise on those items.

In accordance with the Officer Employment Procedure Rules, the Strategic Director – Corporate Resources, Kevin Foster, declared a disclosable personal interest (non-pecuniary) in any items concerning the companies of which he was a Council-appointed director.  The interests were such that Mr Foster left the Chamber during the discussion of matters relating to Brookwood Cemetery.

To approve the minutes of the meeting of the Shareholder Executive Committee held on 12 February 2025 as published.

RESOLVED

That the minutes of the meeting of the Shareholder Executive Committee held on 12 February 2025 be approved and signed as a true and correct record.

To consider any business that the Chairman rules may be dealt with under Section 100B(4) of the Local Government Act 1972.

There were no items of Urgent Business under Section 100B(4) of the Local Government Act 1972.

Reporting Persons – Kevin Foster and Shareholder Liaison Service

The Leader introduced the Part 1 report from the Shareholder Liaison Service which stated that the reports brought by the companies to the meeting were the monthly requirements relating to business records for ThamesWey Ltd and Victoria Square Woking Ltd (VSWL), along with an update from Brookwood Cemetery.

RESOLVED

That the report be received.

Reporting Persons – Kevin Foster and Shareholder Liaison Service

RESOLVED

That the Work Programme be received.

“That the press and public be excluded from the meeting during consideration of items 8 to 11 in view of the nature of the proceedings that, if members of the press and public were present during these items, there would be disclosure to them of exempt information as defined in paragraph 3 of Part 1 of Schedule 12A, to the Local Government Act 1972.

Paragraph 3 – Information relating to the financial or business affairs of any particular person (including the authority holding that information).”

PART II – PRESS AND PUBLIC EXCLUDED

RESOLVED

That the press and public be excluded from the meeting during consideration of items 8 and 11 in view of the nature of the proceedings that, if members of the press and public were present during these items, there would be disclosure to them of exempt information as defined in paragraph 3 of Part 1 of Schedule 12A, to the Local Government Act 1972.

Paragraph 3 – Information relating to the financial or business affairs of any particular person (including the authority holding that information).

Reporting Person – Brookwood Cemetery Independent Non-Executive Director

(NOTE:  In accordance with Officer Employment Procedure Rules, Kevin Foster left the Chamber for this item.)

The Leader welcomed Colin Taylor, Independent Non-Executive Director of Brookwood Cemetery for the update report, which had been circulated as part of the agenda pack.  Colin Taylor passed on the apology of absence from the Chairman who had been unable to attend and stated that Brookwood Cemetery was performing well, largely self-sufficient and operating as a well managed entity.  A formal review of the business had been undertaken which had led to the development of a four year business plan to provide stability going forward, with the intention to move towards ten years.  A review of board arrangements would be undertaken shortly to include the Articles of the companies.

Members welcomed the update and noted the importance of the heritage of the site and its stewardship, whilst also being impressed by the staff working at the Cemetery.  A discussion was held over the burial capacity; the availability of grant funding; the level of fees levied noting there had been no increase since 2016; and other opportunities for generating income.

RESOLVED

That the update report be received.

Reporting Person – ThamesWey Ltd Chair

The SEC received the performance report from Jane Wynne, Chairman of ThamesWey, Jonathan Ellis, Consultant Chief Operating Officer, and Andrew Pinto, Chief Finance Officer, which had been circulated as part of the agenda pack.

Jane Wynne stated that the report before the SEC included a number of management actions which were taking place and the businesses were stabilising with no major new issues having come to light.  The year end accounts had been prepared and would be received by the Audit and Assurance Committee prior to the ThamesWey board.  Jonathan Ellis reported that the report had been developed in the same format as for VSWL and showed an improved level of governance in line with the Companies Governance Framework.  Jonathan Ellis highlighted the closer working now taking place between ThamesWey Housing Ltd and the Council’s Housing team.  Joint training sessions had been taking place with Council housing staff alongside regular meetings with the Strategic Director – Communities and Housing.

Members broadly welcomed the report.  Councillor Roberts added that it would be beneficial to include a group snapshot at the start for housing and energy setting the expected and actual revenue and cost levels, and requested an update on how the operation and charges levied by ThamesWey Energy Limited affected VSWL and any other parts of the Council group of companies.

Following a request by Councillor Johnson, it was agreed to provide a briefing note on housing voids and targets, and compare the procedures of ThamesWey with the Council, noting that the company stock was newer.

The discussion included the following topics:  the landscape work and funding for the Sheerwater yellow phase and liaison with the Council in relation to green spaces; the level of compliance with the Companies Governance Framework and a timescale for full compliance; repairs required by ThamesWey Energy Limited along Victoria Way; the appointment of industry experts to assist with specific elements of work undertaken by the subsidiary companies; an update on pension contributions; the energy capacity overall in the Victoria Square car parkbeing more than was required; and options being explored for the replacement of obsolete metering systems.

RESOLVED

That the performance report be received.

Reporting Person – VSWL Chair

The SEC received the performance report from Jane Wynne, Chairman of VSWL, Jonathan Ellis, Consultant Chief Operating Officer and Alex Short, Asset Management Director, which had been circulated as part of the agenda pack.

Jane Wynne introduced the report and stated that there were no pressing matters to highlight or approvals to request.  There would be a board meeting next week and it was noted that the end of year was approaching with a presentation from the Auditors due.  Alex Short stated that Sir Robert McAlpine had attended a recent Council Scrutiny Committee to take questions from Members and that it was anticipated that the section of Victoria Way would be able to re-open soon, although an exact date was awaited.  The performance of the business was looking promising, with the Marches being almost full and retail would be full subject to one new letting which had been proposed.

The discussion included the following topics:  progress in the cladding works at the Hilton Hotel and liaison with Building Control and Planning Services; Woking’s UK retail ranking in comparison with nearby boroughs; and the components of the service charge and whether any efficiencies could be identified.

The Leader referred to a sentence in the financial update which referred to costs being added to the forecast for retail assets due to revised staffing and board governance costs which Jonathan Ellis undertook to clarify.

RESOLVED

That the performance report be received.

No Company Representatives will be in attendance for this agenda item.

Reporting Persons – Kevin Foster and Shareholder Liaison Service

(NOTE: No company representatives were present during the meeting for this item.  Kevin Foster left the Chamber during discussion on Brookwood Cemetery Ltd.)

The SEC received the Part II report from the Shareholder Liaison Service.  The Shareholder Consent Matters raised by Brookwood Cemetery Ltd and ThamesWey Ltd were approved as set out in the report, with the additional wording of ‘subject to completion of all necessary due diligence’.  None had been requested by VSWL.

Regarding VSWL, the Leader recognised that there were some compliance against the Companies Governance Framework to be achieved within an expected timescale and the report contained updated financial information including a cashflow model.  The Commercial Strategy was stated to have been received by the SEC in January and the next report would be updated accordingly.  The performance against the business plan was noted for residential and other areas of operation.

It was noted that the Committee was required to approve Board appointments as set out in the articles of the subsidiary companies and the SEC was requested to approve the appointment of Patrick Goulding as a Non-Executive Director of ThamesWey Ltd.

Members discussed the information received at the meeting, including the reports circulated as part of the agenda pack and the points made verbally at the meeting, and agreed a response to the companies which was resolved accordingly.

RESOLVED

That  (i)      the SEC notes the reports provided by the companies;

(ii)         ThamesWey Ltd be required to re-assess the format of their performance reporting, notably to comply with those set out in the Debt Standstill arrangement;

(iii)        ThamesWey Ltd be required to update their progress against the requirements of the Companies Governance Framework;

(iv)        ThamesWey Ltd provide the Committee with an updated written improvement plan beyond that verbally presented to the March SEC;

(v)         the shareholder consent matters raised by Brookwood Cemetery Ltd and ThamesWey Ltd be approved subject to completion of all necessary due diligence; and

(vi)        Patrick Goulding be appointed as a Non-Executive Director of ThamesWey Ltd.