Agenda item

Report of the Director of Corporate Services (DSFRA/17/22) attached.

(Councillor Saywell declared a personal, non-pecuniary interest in this matter [by virtue of his being recommended for appointment to the Board of Red One Ltd.] and took no part in any voting thereon.).

The Authority considered a report of the Director of Corporate Services (DSFRA/17/22) on:

·         the appointment of a third, Authority-appointed non-executive director to sit on the Board of Red One Ltd.(“the Company”); and

·         a proposed process to identify and appoint an independent, non-executive director who would also serve as Chair of Company’s Board of Directors.

An external company specialising in the identification and appointment of non-executive directors had been commissioned to undertake a selection process for the third Authority-appointed non-executive director on the Company Board.  A copy of the subsequent recommendation following this process was appended to the report.

The Director of Corporate Services also advised the Board that, subsequent to publication of the agenda for this meeting, a request had been received from the Acting Managing Director of Red One Ltd. to remunerate Mr. John Woodman, at a rate commensurate with the relevant Authority Special Responsibility Allowance, for his services as a non-executive director on the Company Board between the date of his ceasing to be an Authority Member and the date of his resignation as a non-executive director.  The Articles of Association for the Company required that such remuneration be approved in writing in advance by the shareholder.

Following a debate on this matter, Councillor Bown MOVED, with Councillor Greenslade seconding:

“that Councillor Saywell be confirmed as the third, Authority-appointed non-executive director on the Board of Red One Ltd.”

This Motion was put to the vote and declared CARRIED, by 16 votes for, none against and with 2 abstentions.

Councillor Bown then MOVED, with Councillor Greenslade seconding:

“that a decision on undertaking a process for the identification and appointment of an independent non-executive director to serve as Chair of the Board be deferred.”

The Motion was put to the vote and declared CARRIED, by 11 votes for to 8 against.

Councillor Bown then MOVED, with Councillor Burridge-Clayton seconding:

“that the request for remuneration for Mr. John Woodman be declined.”

The Motion was put to the vote and declared CARRIED, by 6 votes for, 5 against and with 7 abstentions.

Thereafter, it was

RESOLVED

(a).      that the Authority:

i.      as sole shareholder in Red One Ltd. (“the Company”) and in accordance Article 19 of the Company’s Articles of Association, appoints Councillor Andrew Saywell as the third, Authority-appointed non-executive director on the Company Board; and

ii.     authorises the Clerk to the Authority to serve, in accordance with Article 19, notice in writing on the Company of this appointment;

(b).      that a decision on a process to identify and appoint an independent non-executive director to the Company Board, to serve as the Board Chair, be deferred; and

(c).      that the request from the Company Board to pay remuneration to Mr. John Woodman for his services as a non-executive director on the Board, between the date his ceasing to be an Authority Member and the of his resignation as a non-executive director, be declined.