Report of the Director of Corporate Services (DSFRA/16/21) attached.
Minutes:
(An item taken in accordance with Section 100A(4) of the Local Government Act 1972 during which the press and public were excluded from the meeting).
(Councillors Healey, Thomas and Woodman each declared, in accordance with the Authority’s Approved Code of Members’ Conduct, personal interests in this item by virtue of being Authority-appointed non-executive directors on the Board of Red One Ltd. Additionally, given this interest, Councillor Healey vacated the Chair, with Councillor Greenslade [Authority Vice-Chair] presiding for this item).
At the outset of discussing the item and given the interests so declared, the Authority was invited to consider:
(a). whether Councillors Healey, Thomas and Woodman should remain in the room and participate in debating the item; and
(b). if so, whether they should be allowed to propose or second motions and vote in relation to the item.
This was put to the vote whereupon it was
RESOLVED by ten votes for to five against, that Councillors Healey, Thomas and Woodman be allowed to remain in the room and participate in the debate on the item but not to propose or second motions or vote on it.
The Authority then considered a report of the Director of Corporate Services (DSFRA/16/21) to which was appended a report detailing the outcome of a review of the current working arrangements of the Board of Directors of Red One Ltd., as commissioned by the Authority at its last meeting (Minute DSFRA/23(a) refers).
The review report addressed, amongst other things:
· the history of the Authority’s commercial trading activities and associated governance structures;
· the current governance arrangements;
· roles and responsibilities of the Board (including the division of responsibilities and the role of both non-executive and officer directors);
· directors’ general duties; and
· the importance of ensuring alignment between the vision of the shareholder and the Company.
In debating the matter, the Authority was cognisant, amongst other things, that any proposed changes it might wish to effect in relation to the governance of its commercial activities should not be to the detriment of those commercial activities (as far as this was practicable) and that effective and efficient performance monitoring arrangements would be key to this.
Following a lengthy debate on this issue, Councillor Ellery MOVED (with Councillor Knight seconding):
"(a) That the Devon & Somerset Fire & Rescue Authority, as sole shareholder for Red One Ltd. (hereafter referred to as “theCompany”), hereby resolves:
(i) to serve notice on the Company, pursuant to sections 168 and 312 of the Companies Act 2006 (“the Act”), of the Authority’s intention to propose the following resolution as an ordinary resolution at a general meeting to be held no earlier than 28 days after the date the notice is served and by no later than 18 November 2016, to consider the following:
“That, pursuant to Section 168 of the Act, [the individual named at the Authority meeting held on 30 September 2016] be removed from office as a Director of the Company with [immediate] effect [from [DATE]].”
(ii) to pass a special resolution pursuant to Section 281 of the Act and Article 4 of the Company’s Articles of Association requiring the Company, within two months from the date of passing this special resolution, to review its current operating model (including the scope for the Company to employ, directly, its executive directors) and report back to the Authority (as sole shareholder);
(iii) to delegate authority to the Clerk to sign and serve, on behalf of the Authority, such notices and written resolutions on the Company and complete the necessary formalities in connection with such resolutions and notices as set out at (a) [and (b), if applicable] above; and
(b) that a small working group comprising Councillors Dyke, Greenslade and Randall Johnson (assisted by external legal advice to be commissioned by the Clerk to the Authority) be appointed to review the employment arrangements in connection with the current officer directors of the Company and report back on this within four months from the date of this resolution.”
The motion was then put to the vote and declared CARRIED, unanimously, by those present and eligible to vote, whereupon it was
RESOLVED
(a). that the Devon & Somerset Fire & Rescue Authority, as sole shareholder for Red One Ltd. (hereafter referred to as “the Company”), hereby resolves:
(i) to serve notice on the Company, pursuant to sections 168 and 312 of the Companies Act 2006 (“the Act”), of the Authority’s intention to propose the following resolution as an ordinary resolution at a general meeting to be held no earlier than 28 days after the date the notice is served and by no later than 18 November 2016, to consider the following:
“That, pursuant to Section 168 of the Act, [the individual named at the Authority meeting held on 30 September 2016] be removed from office as a Director of the Company with [immediate] effect [from [DATE]].”
(ii) to pass a special resolution pursuant to Section 281 of the Act and Article 4 of the Company’s Articles of Association requiring the Company, within two months from the date of passing this special resolution, to review its current operating model (including the scope for the Company to employ, directly, its executive directors) and report back to the Authority (as sole shareholder);
(iii) to delegate authority to the Clerk to sign and serve, on behalf of the Authority, such notices and written resolutions on the Company and complete the necessary formalities in connection with such resolutions and notices as set out at (a) [and (b), if applicable] above; and
(b). that a small working group comprising Councillors Dyke, Greenslade and Randall Johnson (assisted by external legal advice to be commissioned by the Clerk to the Authority) be appointed to review the employment arrangements in connection with the current officer directors of the Company and report back on this within four months from the date of this resolution.
ON THE CONCLUSION OF THIS ITEM AT 18.30HOURS, THE AUTHORITY MOVED BACK INTO OPEN SESSION WITH COUNCILLOR HEALEY RESUMING THE CHAIR FOR THE REMAINDER OF THE MEETING
Supporting documents: