Agenda item

IMPLEMENTATION OF AN ALTERNATIVE DELIVERY MODEL (ADM) FOR VARIOUS LEISURE RELATED ACTIVITIES/FUNCTIONS - COMPOSITION OF BOARD OF DIRECTORS

Meeting of Cabinet, Tuesday, 24 September 2019 10.00 am (Item 7.)

To consider a joint report by Councillors Bobby Feeley, Lead Member for Well-being and Independence and Julian Thompson-Hill, Lead Member for Finance, Performance and Strategic Assets (copy enclosed) seeking Cabinet’s recommendation to Council of the composition and appointment of the Board of Directors of Denbighshire Leisure Limited (the Company).

Decision:

RESOLVED that Cabinet –

(a) endorses the composition of the Board of Directors of the Company as set out in the report and recommends this composition to Council –

· Corporate Director: Economy and Public Realm

· Lead Member for Well-being and Independence

· Lead Member for Education, Children’s Services and Public Engagement

· Managing Director

· Independent Director x2

· A non-Cabinet member

(b) confirms that it has read, understood and taken account of the Well-being Impact Assessment (attached at Appendix 1 to the report) as part of its consideration.

Minutes:

Councillor Bobby Feeley presented the report seeking Cabinet’s recommendation to Council of the composition and appointment of the Board of Directors of Denbighshire Leisure Limited (the Company) responsible for the day to day operation of the Company. [Monitoring and oversight of the Company’s performance would be the responsibility of the Strategic Governance Board as approved earlier on the agenda].

On 30 May 2019 Council had agreed to support the creation of a not for profit local authority trading company limited by guarantee and had also approved the appointment of the Corporate Director: Economy and Public Realm as a Director. Whilst the initial business case had mentioned a Finance Director further work suggested that proper financial expertise, advice and control of the Company could be provided otherwise than by creating a position on the Board. It was subsequently proposed that the roles be filled by councillors and employees of the Company as well as independent members recruited by open advertisement.

The Head of Legal, HR and Democratic Services further explained the role of the Board and the importance of including an appropriate mix of skills in its membership. Seven Directors had been suggested and it was proposed that certain positions on the Board be filled as a consequence of holding a particular employment or office, i.e. Corporate Director, Managing Director, Lead Member for Well-being and Independence, Lead Member for Education, Children Services and Public Engagement. An additional non-cabinet member Director was also suggested, with business experience and/or an interest in the leisure sector, with nominations sought for the role to be elected by Council. It was proposed that the remaining two Director positions be filled by independent persons recruited by open advertisement, one with an emphasis on commercial leisure/finance and the other on community development/leisure, again to be appointed by Council. It was also clarified that those appointed to the Board would be subject to the statutory responsibilities of Directors and would be given training. In the normal course of their duties the Directors would be indemnified in respect of their various liabilities.

In response to questions it was confirmed that –

· in terms of the two Independent Directors it was suggested that they receive the same attendance payments as co-opted members of Scrutiny, independent members of Standards committee and the lay member of Corporate Governance Committee as set by the Independent Remuneration Panel for Wales, and that the Company would be responsible for making those payments

· all Directors had a statutory responsibility to avoid a conflict of interest. The Member Agreement and Articles of Association had been written in such a way that officers and members of the council were not to be treated as having a conflict of interest if they were serving as Directors. With regard to independent appointments then they would have to observe all the rules for Directors in respect of that conflict and declare any such interest.