Agenda and minutes

There were no apologies for absence.

To receive any declarations of disclosable interests or dispensations granted by the Standards Committee.

There were no declarations of interest.

There were no announcements from the Leader of the Council.

The Council welcomes contributions from members of the public. This meeting is open to the public, who may ask a question or make a statement. Questions may also be asked by members of the Council. Written notice of questions or statements should be given to Stuart Figini of Democratic Services stuart.figini@wiltshire.gov.uk/ 01225 718221 by 12.00 noon on Wednesday 19 January 2022. Anyone wishing to ask a question or make a statement should contact the officer named above.

There was no public participation or questions from Councillors.

To consider and adopt the Shareholder Group Terms of Reference.

The Shareholder Group considered the report of the Chief Executive and presented by the Director of Legal & Governance which detailed the Groups Terms of Reference.

Following questions about the expectations placed on the Group, the Director of Legal & Governance confirmed that the Terms of Reference drew on best practice and the Group has power to approve and monitor Business Plans, periodically monitor financial performance of Council owned companies, determine distribution of surpluses and dividends and report to the Council on trading activity.

Resolved:

To adopt the Terms of reference as set out in the annex of the report and available on the Council’s website at this link.

Reason for decision:

To determine the role of the Shareholder Group and clarify the delegated
authority of Cabinet to ensure the performance of any Wiltshire Council owned
companies is satisfactory.

To consider the appointment of a Director to the Stone Circle Companies.

The Shareholder Group considered the report of the Chief Executive and presented by the Director of Legal & Governance which proposed the appointment of the Director of Assets and Commercial Development as a Director of the Stone Circle Companies.

The Director of Legal & Governance commented on the recent completion of the governance review into the Stone Circle companies and one of the recommendations flowing from the review to assess the appointments of
the Board of Directors of the Stone Circle Companies, amend the current
appointments over a 12 month transitional period and appoint the Director of Assets and Commercial Development as a director of the Stone Circle Companies.

The report indicated that anecdotal information suggested that local authorities take a mix of approaches to Board membership and often appoint officer directors to the Boards of companies they own. This is intended to provide a link between the leadership of the Council and the activity and direction of the Companies.

Resolved:

1.    Shareholder Group agrees to direct Stone Circle Housing Company to appoint to its Board of Directors the Director of Assets & Commercial Development.

2.    Shareholder Group agrees to direct Stone Circle Development Company to appoint to its Board of Directors the Director of Assets & Commercial Development.

3.    Shareholder Group agrees to direct Stone Circle Holding Company to appoint to its Board of Directors the Director of Assets & Commercial Development

Reason for decision:

To appoint an officer director to provide a link between the leadership of the
Council and the activity and direction of the Companies.

To consider and approve the Stone Circle Business Plan.

Report to be circulated.

The Shareholder Group considered the report of the Chief Executive detailing the 2022/23 business plans proposed by the Stone Circle companies required under the shareholder agreement.

Detailed discussions took place with the press and public excluded from the meeting for the reasons detailed at minute 9 below.

Any other items of business, which the Leader agrees to consider as a matter of urgency.

There were no urgent items.

This is to give further notice in accordance with paragraph 5 (4) and 5 (5) of the Local Authorities (Executive Arrangements) (Meetings and Access to Information) (England) Regulations 2012 of the intention to take the following item in private.

To consider passing the following resolution:

To agree that in accordance with Section 100A(4) of the Local Government Act 1972 to exclude the public from the meeting for the business specified in Item Number 10 because it is likely that if members of the public were present there would be disclosure to them of exempt information as defined in  paragraph 3 of Part I of Schedule 12A to the Act and the public interest in withholding the information outweighs the public interest in disclosing the information to the public.

Reason for taking item in private:

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

To agree that in accordance with Section 100A(4) of the Local Government Act 1972 to exclude the public from the meeting for the business specified in Item Number 10 because it is likely that if members of the public were present there would be disclosure to them of exempt
information as defined in paragraph 3 of Part I of Schedule 12A to the Act
and the public interest in withholding the information outweighs the
public interest in disclosing the information to the public.

To consider and approve the Stone Circle Business Plans.

To be circulated.

Reason for taking item in private:

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

The Shareholder Group considered the report of the Chief Executive detailing the 2022/23 business plans proposed by the Stone Circle companies required under the shareholder agreement.

The Independent Board Director and Chair of the Stone Circle Companies, Alistair Cunningham provided detailed information about both the Housing Company and the Development Company business plans and responded to questions from the Shareholder Group.

Resolved:

1.    The Stone Circle housing company business plan 2022/23 be agreed subject to the confirmation of a loan at 1% above the Public Works Loan Board prevailing interest rate

2.    The Stone Circle development company business plan 2022/23 be agreed subject to the confirmation of a loan at 1% above the Public Works Loan Board prevailing interest rate.

3.    The Shareholder Group consider the formalisation of an exit strategy at a future meeting.

4.    To note the Stone Circle companies will be providing more complete Business Plans as identified in the style suggested in the Governance Review over the next 12 months.

5.    To note that authority remains delegated to agree the project plan for each development proposed by Stone Circle Development Company Limited to the Corporate Director Resources (S.151 Officer) in consultation with the Leader.

6.    To note that authority remains delegated to the Corporate Director of Resources (S.151 Officer) to conclude detailed contract arrangements and serving of required notices under the shareholder agreement with and on the Stone Circle Companies including changes to the resourcing contract.

7.    That  the table at paragraph 44 of the report be updated and circulated to the Shareholder Group and Advisors.    

Reason for decision:

The shareholder agreement between the Council and the companies requires the companies to present their proposed business plans to the Council at least three months before the start of the financial year in question.

This report is the outcome of that proposal and the consideration by the Shareholder Group of amended business plans for the forthcoming financial year, which follows a review of the governance of the Stone Circle Companies to ensure that they support the growth of the companies and protect the interests of the Council as shareholder.